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August 15, 2016
<br />N14, FEDERAL EXPRESS
<br />City of Pleasanton
<br />P O Box 520
<br />Pleasanton, CA 94566
<br />//13%6
<br />AV -2
<br />CITY CLERK OFFICE
<br />Re: That certain Deed of Trust, Security Agreement and Fixture Filing dated as of August 15,
<br />2016 (as the same may be amended, restated, replaced, supplemented or otherwise modified
<br />from time to time, the "Security Instruments') from Stoneridge Properties LLC, a Delaware
<br />limited liability company ("Borrower") to Kelley H. Butler, Esq., as trustee, for the benefit
<br />of The Prudential Insurance Company of America and New York Life Insurance Company,
<br />and their respective successors and assigns (collectively, "Lender"), recorded August 17,
<br />2016 as Instrument No. 2016207094, Official Records (defined below), whic-h Security
<br />Instrument secures, among other things, the obligations of Borrower under those certain
<br />Promissory Notes dated as of August 15, 2016, made by Borrower to the order of Lender in
<br />the aggregate original principal amount of $330,000,000.00 (as the same may be amended,
<br />restated, replaced, supplemented or otherwise modified from time to time, the "Notes") and
<br />that certain Loan Agreement dated as of August 15, 2016, by and between Borrower and
<br />Lender (as the same may be amended, restated, replaced, supplemented or otherwise
<br />modified from time to time, the "Loan Agreement")
<br />Ladies and Gentlemen
<br />Reference is made to that certain Development Agreement dated as of November 5. 1992, and
<br />recorded in the Office of the Recorder of Alameda County, California (the "Official Records") on April
<br />2, 1993, as Recording No 93-103418, as affected First Amendment to Development Agreement dated
<br />January 6, 1998 and recorded in the Official Records on February 5, 1998 as Instrument No 98048535,
<br />and as further affected by that certain Second Amendment to Development Agreement dated as of June
<br />18, 2013 and recorded in the Official Records on September 5, 2013, as Instrument No 2013299219 (the
<br />foregoing instruments, as the same may be amended, restated, replaced, supplemented or otherwise
<br />modified From time to time, the "Development Agreement") Capitalized terms used herein without
<br />definition shall hay c the respective meanings given thereto in the Development Agreement
<br />As of the date hereof Borrower is the owner of the property located at One Stoneridge Mall Road,
<br />1008 Stoneridge Mall Road and 2521 Stonendge Mall Road, Pleasanton, Alameda County, California
<br />(the "Property") Lender is the current holder of a first priority loan or loans made to Borrower,
<br />evidenced by the Notes and the Loan Agreement and secured by, among other things, the Security
<br />Instrument on the Property and is thus a "holder of a beneficial interest under a Mortgage" and a
<br />"Mortgagee" as such terms are used in the Development Agreement Accordingly, this notice is being
<br />delivered to the City of Pleasanton (the "City") by Lender pursuant to the terms of Section 14 3 of the
<br />Development Agreement to advise the City that Lender is entitled to the nghts granted to a "holder of a
<br />beneficial interest under a Mortgage" and a "Mortgagee" under the Development Agreement Without
<br />limiting the foregoing, Lender hereby specifically requests, pursuant to the terms of said Section 14 3,
<br />Loan No PRU 706 1 10163/NYL 374-0753
<br />Stonendge Mall
<br />Notice Letter to the City of Pleasanton, CA
<br />28163403v 2/028227-001530
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