Agmt04 BHV Innisfree - On Broadway RWC Parking Facilities Agmt

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ORIGINAL ESTOPPEL CERTIFICATE RECIT ALS A. The Redevelopment Agency ofthe City of Redwood City, a public body, corporate and politic (the "Agency"), the City of Redwood City, a charter city and municipal corporation (the "Citv") and BHV Innisfree Ventures I, LLC, a California limited liability company ("BHVIV"), predecessor-in-interest to On Broadway Redwood City, LLC, a California limited liability company (the "Developer"), previously entered into an Amended and Restated Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project dated as of January 8, 2003. The parties hereto subsequently entered into that certain First Implementation Agreement to Amended and Restated Disposition and Development Agreement, dated as ofPebruary 24,2003, and that certain Second Implementation to Amended and Restated Disposition and Development Agreement, dated as of September 23,2003. These three documents together are referred to herein as the "DDA" or the "Redevelopment Agreement." In addition, the City and Developer (of which BHVIV is a member), have entered into that certain Parking Facilities Agreement dated as of July 12, 2004 (as amended from time to time, the "Parking Agreement"). The Property (as such term is defined below) is subject to the DDA and the Parking Agreement. B. Pursuant to the Redevelopment Agreement and the Parking Agreement, BHVIV has developed an approximately 172,980 square foot first-class retail shopping center in Redwood City and more commonly known as "On Broadway" (the "Property"). The Property, which is more particularly described in Exhibit A attached hereto, remains subject to the Redevelopment Agreement and the Parking Agreement. C. BHVIV, as landlord, and Century Theatres, Inc. ("Century"), as tenant, have entered into that certain Lease Agreement dated as of March 18, 2002, as amended by that certain First Amendment to Lease Agreement dated as of December 30,2002 and that certain Second Amendment to Lease Agreement dated as of September 30, 2004 (collectively, the "Lease") pursuant to which Century leases from BHVIV a portion of the Property located on the second level ofthe shopping center (the "Premises"). D. Pursuant to the terms ofthe Lease, BHVIV is to obtain the following estoppel from the City consistent with the Redevelopment Agreement and the Parking Agreement. CERTIFICATE NOW, THEREFORE, the City does hereby represent and warrant to BHVIV and Century as follows: 1. As of the date hereof, the Redevelopment Agreement and the Parking Agreement are in full force and effect and no amendments, modifications, supplements or other changes are currently in effect or anticipated other than as listed in Paragraph A above. OHS WEST:260097207.2 1-3150 M46