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AGENCY ESTOPPEL CERTIFICATE <br />(1455 Auto Mall Drive, Santa Ana, California) <br />Agency hereby acknowledges, certifies and agrees to each of the following, with the <br />knowledge and understanding that each of Assignee and the Seller Group members, along with <br />their respective successors and assignees, may rely: <br />1. That on October 16, 1998, a Certificate of Completion was recorded with respect <br />to the Property pursuant to Section 317 of the DDA; <br />2. That Agency hereby consents to the assignment of the DDA from Assignor to <br />Assignee and the encumbrance of the Property with a mortgage by Assignee; <br />3. That from and after the Closing Assignee shall be the Developer, as defined in <br />Section 106 of the DDA, <br />4. That the Property has been conveyed and developed in accordance with the DDA <br />and upon the Closing Assignor and each member of the Seller Group shall be released from any <br />further liability to Agency under the DDA; and <br />5. That from and after the Closing the provisions of Articles II and III of the DDA <br />shall no longer be of any force or effect and Assignee shall have no liability or obligations with <br />respect to Articles II or III of the DDA. <br />ATTEST: <br />Agency Secretary <br />Agency Counsel <br />DOC SOC/ 1496597v 1/200272-0006 <br />COMMUNITY REDEVELOPMENT AGENCY <br />OF THE CITY OF SANTA ANA, a public body, <br />corporate and politic <br />an <br />1 -36 <br />