RUBY HILL CLUB ESTOPPEL CERTIFICATE

CERTIFICATE This ESTOPPEL CERTIFICATE (this "Certificate"), dated MA-4.0-( 10, 2014, is executed and delivered by the City of Pleasanton, a Municipal corporation (the "City") to and in favor of CF ARCIS IX LLC, a Delaware limited liability company, and its successors and assigns ("Buyer"), its lenders and their respective successors and assigns. RECITALS: A. Ruby Hill Development Partners, L.P. and the City executed that certain Deed for Perpetual Conservation Easement t recorded on March 26, 1997, as Recorder's Serial No. 9707797 as Recorder's Serial No. 94-143694, in the Official Records of County of Alameda, State of California (the "Conservation Easement") covering that certain eighteen (18) hole golf course, clubhouse and related facilities commonly known as The Ruby Hill Club located at 3400 West Ruby Hill Drive, Pleasanton, California 94566 (the "Property"), establishing procedures and standards to monitor Grantor's compliance and enforcement of the Conservation Easement. B. The City is presently charged with the enforcement of the terms and conditions of the Conservation Easement. C. Buyer intends to purchase from Ruby Hill Land Company, LLC ("Seller") the Property subject to the execution and delivery of this Certificate. NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and confessed, the City of Pleasanton, hereby represents, warrants, and certifies to Buyer, its lenders, successor and assigns, that, as of the date of this Certificate: 1. As of the date hereof, the Conservation Easement is in full force and effect and has not been modified, assigned or amended, except as expressly set forth above. 2. As of the date hereof, the current use and activities on the Property do not impair the Conservation Value of the Property and are not inconsistent with the terms and conditions of the Conservation Easement. 3. As of the date hereof, there are no costs incurred in enforcing the terms of the Conservation Easement that are currently due and payable to the City. 4. The undersigned acknowledges that Buyer, Buyer's lenders and their respective successors and assigns are relying on the information contained in this Certificate in connection with the acquisition and/or financing of the Property.