BLP PARTNERSHIP GROUND LEASE - Laserfiche WebLink

GROUND LEASE ESTOPPEL AND AGREEMENT THIS GROUND LEASE ESTOPPEL AND AGREEMENT ( "Agreement ") is made as of October 1, 2010 by the CITY OF PLEASANTON, CALIFORNIA, a municipal corporation organized and existing under the laws of the State of California (referred to herein as "Lessor" or "City "), and BLP PARTNERSHIP, INC., a California nonprofit public benefit corporation (referred to herein as "Lessee" or "Corporation ") for the benefit of the Beneficiary Parties (as defined below). RECITALS A. Lessor and Lessee entered into that certain Ground Lease dated as of September 1, 2005, a memorandum of which was recorded on September 28, 2005, as Instrument No. 2005419130 in the Official Records of Alameda County, California, (the "Ground Lease ") covering certain real property located in Pleasanton, Alameda County, State of California, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property "). Capitalized terms not defined herein shall have the meanings ascribed thereto in the Ground Lease. B. The City of Pleasanton $19,700,000 Variable Rate Demand Certificates of Participation (2005 Pleasanton Assisted Living Facility Financing) (the "Certificates ") have been issued pursuant that certain Trust Agreement dated as of September 1, 2005 (the "Trust Agreement ") between City, Corporation and Wells Fargo Bank, National Association (the "Trustee "). C. Corporation and City have entered into (i) that certain First Installment Sale Agreement dated as of September 1, 2005 whereby Corporation has sold the Property to City and pursuant to which City is obligated to pay to Corporation certain purchase payments (the "First Installment Agreement "); and (ii) that certain Second Installment Sale Agreement dated as of September 1, 2005 whereby City has sold the Property back to Corporation (the "Second Installment Agreement "). D. As security for its obligations under the First Instalhment Agreement, City has assigned all of its rights under the Second Installment Agreement by virtue of that certain First Assignment Agreement dated as of September 1, 2005 by City to Corporation (the "First Assignment "). Corporation has assigned and transferred all of its rights under the First Installment Agreement by virtue of that certain Second Assignment Agreement dated as of September 1, 2005 by Corporation to Trustee (the "Second Assignment "). E. The Second Installment Sale Agreement will be secured by, among other things, that certain Fee and Leasehold Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated as of even date herewith (the "Security Instrument "), encumbering the property described on Exhibit A attached thereto, which Security Instrument sets forth certain obligations of Lessee and Lessor with respect to the Property. WAS01 41614359x6 211488 - 001469/24/20101:07 PM