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<br />ORIGINAL <br /> <br />Estoppel Certificate <br /> <br />RECITALS <br /> <br />A. The Redevelopment Agency of the City of Redwood City, a public body, <br />corporate and politic (the "Agency"), the City of Redwood City, a charter city and municipal <br />corporation (the "City") and BHV Innisfree Ventures I, LLC, a California limited liability <br />company ("BHVIV"), predecessor-in-interest to On Broadway Redwood City, LLC, a California <br />limited liability company (the "Developer"), previously entered into an Amended and Restated <br />Disposition and Development Agreement for Downtown Retail-Cinema and Parking Project <br />dated as of January 8,2003. The parties hereto subsequently entered into that certain First <br />Implementation Agreement to Amended and Restated Disposition and Development Agreement, <br />dated as of February 24,2003, and that certain Second Implementation to Amended and Restated <br />Disposition and Development Agreement, dated as of September 23,2003. These three <br />documents together are referred to herein as the "DDA." The Property (as such term is defined <br />below) is subject to the DDA. <br /> <br />B. The Agency conveyed in accordance with and subject to the DDA that <br />certain real property located in the County of San Mateo, State of California, as more particularly <br />described in Exhibit A attached hereto and made a part hereof ("Parcel A") to Developer <br />pursuant to that certain Grant deed recorded November 23,2004, document no. 2004-231515 in <br />the official records of San Mateo County, California (the "DDA Deed"). <br /> <br />C. The property which is the subject of the DDA is more particularly <br />described in Exhibit B attached hereto and made a part hereof, and consists of Parcel A and the <br />underlying parcel in which the Public Parking Facility (as defined in the DDA) is located <br />("Parcel B", and together with Parcel A, the "Property"). <br /> <br />D. Developer desires to transfer the Property (the "Transfer") to On <br />Broadway Investors, LLC, a Delaware limited liability company (the "Company"), and RAR2 - <br />Broadway at Redwood City - CA, Inc., a Maryland corporation, ("RAR2") desires to acquire an <br />interest in the Company (the "LLC Interest"). <br /> <br />E. It is a condition to RAR2's willingness to acquire the LLC Interest that the <br />Agency (i) confirm that Developer is in compliance with the terms and provisions of the DDA <br />and the DDA Deed and (ii) approve the Transfer to the Company and the purchase of the LLC <br />Interest by RAR2. <br /> <br />CERTIFICATE <br /> <br />NOW, THEREFORE, the Agency does hereby represent and warrant as follows: <br /> <br />1. As ofthe date hereof, the DDA is in full force and effect and no <br />amendments, modifications, supplements or other changes are currently in effect or anticipated <br />other than as listed in Paragraph A above. <br /> <br />2. As of the date hereof and to the knowledge of the undersigned, Developer <br />is not in monetary or material default under the DDA or the DDA Deed, and no conditions exist <br /> <br />us_ WEST:260042504.2 <br />12507 -4 CJ4/CJ4 <br />