HomeMy WebLinkAboutC-5387 (C) - Estoppel CertificateESTOPPEL CERTIFICATE
Uptown Newport Building Owner, LP
c/o The Picerne Group
5000 Birch Street
East Tower — 6th Floor
Newport Beach, CA 92660
August 7M, 2017
Comerica Bank, as Agent
Comerica Bank Center
Attn: Corporate Finance - MC 3289
411 W. Lafayette St.
Detroit, Michigan 48226
Attn: Tom Litzler (Picerne Uptown Newport)
Re: Development Agreement (as defined in Schedule A attached) executed by and between the
City of Newport Beach ("City") and Uptown Newport LP, a Delaware limited partnership
(together with any successors and assigns, "Owner"), regarding certain property commonly
referred to as "Uptown Newport" and more fully described in the Development Agreement
(the "Property").
To Whom It May Concern:
The undersigned City of Newport Beach ("City") understands that (i) Uptown Newport Building
Owner, LP, a Delaware limited partnership ("Borrower") has acquired a portion of the Property
and, in connection therewith, has obtained certain extensions of credit (the "Credit") from the
lenders ("Lenders") described in that certain Reimbursement Agreement (the "Reimbursement
Agreement") dated as of March 1, 2017 executed by and among Borrower, Comerica Bank, as
Agent ("Agent"), and the Lenders, which Credit is secured by a Deed of Trust encumbering those
portions of the Property that are owned by Borrower. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in the Development Agreement. Pursuant to
Section 13.4 of the Development Agreement, the undersigned City does hereby certify to the best
of its knowledge:
1. The Development Agreement consists only of the documents identified on Schedule A
attached hereto ("Schedule A");
2. The Development Agreement is in full force and effect and is binding on the parties thereto;
3. The Development Agreement has not been amended or modified either orally or in writing,
except as indicated in Schedule A; and
4. Owner or Borrower is not in Default in the performance of their obligations under the
Development Agreement and no event or situation has occurred that, with the passage of time
or the giving of Notice or both, would constitute a Default.
SMRH:481407157.2
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APPROVED AS TO FORM:
CITY ATTORNEY'S OFFICE
Date://$// %
By:
Aaron C. Harp
City Attorney
ATTEST:
Date:
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CITY OF NEWPORT BEACH,
a California municipal corporation
Date: 8/ 2/icP/?
By: —.Ja e , -e
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Seimone Jurj
Community Development Director
SCHEDULE A
to Estoppel Certificate
"Development Agreement" means that certain "Development Agreement between City
of Newport Beach and Uptown Newport LP Concerning Uptown Newport Property" dated as of
March 12, 2012, executed by and between Uptown Newport LP, a Delaware limited partnership
("Owner") and City and recorded in the Official Records of Orange County, California (the
"Official Records") on March 26, 2013, as Instrument No. 2013000180939 as: (i) partially
assigned and assumed pursuant to that certain "Partial Assignment and Assumption of
Development Agreement" by and between Owner and TSG — Parcel 1, LLC, a Delaware limited
liability company, dated as of February 14, 2014, and recorded in the Official Records on February
14, 2014, as Instrument No. 2014000060354; (ii) partially assigned and assumed pursuant to that
certain "Partial Assignment and Assumption of Development Agreement" by and between Owner
and Uptown Newport Jamboree, LLC, a Delaware limited liability company, dated as of February
14, 2014, and recorded in the Official Records on February 14, 2014, as Instrument No.
2014000060352; (iii) partially assigned and assumed pursuant to that certain "Partial Assignment
and Assumption of Development Agreement" by and between Owner and TPG/TSG Venture I
Acquisition LLC, a Delaware limited liability company, dated as of February 14, 2014, and
recorded in the Official Records on February 14, 2014, as Instrument No. 2014000060356; (iv)
amended by that certain First Amendment to Development Agreement, dated as of April 28, 2015
and recorded on July 6, 2015 as Instrument No. 2015000349840 in the Official Records; (v)
partially assigned and assumed pursuant to that certain "Partial Assignment and Assumption of
Development Agreement" by and between TPG/TSG Venture I Acquisition, LLC and Borrower,
dated as of March 6, 2017 and recorded in the Official Records on March 6, 2017 as Instrument
No. 2017000091827; and (vi) partially assigned and assumed pursuant to that certain "Partial
Assignment and Assumption of Development Agreement" by and between TPG/TSG Venture I
Acquisition LLC and Borrower, dated as of April 10, 2017 as Instrument No. 2017000143133.
The same may be further amended from time to time.
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