12 Estoppel & Recognition Agr - Schroder Taft-Hartley Income Reit HoldingsDecember ,, 2025
ESTOPPEL AND RECOGNITION AGREEMENT
TO: SCHRODER TAFT-HARTLEY INCOME REIT, LLC
c/o Schroder Investment Management North America Inc.
7 Bryant Park
1045 Avenue of Americas
New York, New York 10018
Re: Reinstated and Amended Development Agreement, with Reference Date November 6,
2025, and to be recorded in the Official Records of County of Riverside, California (the
"Development Agreement"), by and between the City of La Quinta (the "City") and
SilverRock Hotel Owner LLC, SilverRock IA Resi Owner LLC, SilverRock 113 Resi
Owner LLC and SilverRock 1A Condo Owner LLC, each a Delaware limited liability
company and each an Affiliate of Turnbridge Equities (collectively, "Developer"), as
successor -in -interest to TBE RE Acquisition Co II LLC, an Affiliate of Turnbridge
Equities, pursuant to that certain Assignment and Assumption Agreement to be entered
into, dated, and recorded on even date as the Development Agreement (the
"Assignment"). All capitalized terms used herein and not defined shall have the
meaning ascribed to such terms in the Development Agreement.
The undersigned, on behalf of the City, hereby represents, warrants and covenants to
SCHRODER TAFT-HARTLEY INCOME REIT, LLC, a Delaware limited liability company (or
its controlled affiliate), having an address at c/o Schroder Investment Management North
America Inc., 7 Bryant Park, 1045 Avenue of Americas New York, New York 10018,
("Lender"), as follows, with the understanding that Lender is relying on such warranties,
representations, covenants and agreements as an inducement to provide a mortgage loan, in the
amount of $67,900,000 (the "Loan"), to Developer:
1. As of the acquisition of, and the transfer of the fee interest in, the Property,
Developer shall own and hold fee title to the Phase 1 A Property and the Phase 113 Property, as
more particularly described, respectively, in Exhibit A-1 and Exhibit A-2 of the Development
Agreement.
2. In connection with the acquisition of, and the transfer of the fee interest in, the
Property, the City and Developer intend to enter into and record in the Official Records of the
County of Riverside, California the Development Agreement and the other LaQuinta Amended
Development Documents. Upon the execution and delivery thereof by Developer and the City,
each of the Development Agreement and the other LaQuinta Amended Development Documents
shall be in full force and effect and shall be binding on Developer and the City.
3. The City hereby confirms that Lender is a Permitted Lender and recognizes that,
in connection with the Loan, Developer shall be entering into, executing and delivering for the
benefit of Lender that certain Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, being given by Developer, as trustor, to Stewart Title of
California, Inc., as trustee, for the benefit of Lender, which shall be filed in the Official Records
LEGAL US E # 189910041.4
of the County of Riverside, California (the "Deed of Trust"). The Deed of Trust shall constitute
an Infrastructure Loan Deed of Trust and shall be a permitted Lien recorded against the Property,
subordinate in priority to the Development Agreement as set forth in Sections 4.3.3 and 9.2 of
the Development Agreement.
4. Whenever the City delivers any notice or demand to Developer regarding any
Default or MAE Default by Developer under the Development Agreement or any other La
Quinta Amended Development Document, the City hereby agrees to send a copy of each such
notice or demand to Lender at the following address:
If to Lender: Schroder Taft -Hartley Income REIT, LLC
c/o Schroder Investment Management North America Inc.
7 Bryant Park
1045 Avenue of Americas
New York, New York 10018
with a copy to: Paul Hastings LLP
200 Park Avenue
New York, New York 10166
Attention: Eric R. Landau, Esq.
Email: ericlandau@paulhastings.com
and to: Centennial Bank
12 East 491h Street, 28" Floor
New York, New York 10017
Attention: Francillia Le Blanc
Email: fleblanc@ccfg.com
with a copy to: Herrick Feinstein LLP
Two Park Avenue
New York, New York 10016
Attention: Holly Gladstone, Esq.
Email: hgladstone@herrick.com
Any notice or demand delivered by the City or Lender to the other shall be given in accordance
with the terms and conditions of the Development Agreement.
5. The City hereby acknowledges and agrees that, in connection with any Default or
MAE Default, Lender shall have the right to cure and remedy such Default or MAE Default in
accordance with, and subject to, the terms and conditions of Section 4.3.5 of the Development
Agreement.
6. This Estoppel and Recognition Agreement shall inure to the benefit of Lender and
its respective successors and assigns (including Centennial Bank and Schroder Taft -Hartley
Income REIT Holdings III, LLC), and shall be binding upon the City, its heirs, legal
representatives, successors and assigns. The City hereby acknowledges that Centennial Bank is
a Permitted Lender.
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LEGAL_US_E # 189910041.4
7. This Estoppel and Recognition Agreement shall not be amended, altered,
changed, modified, supplemented or rescinded in any manner except by a written instrument
executed by the City and Lender.
8. In the event that any part of this Estoppel and Recognition Agreement shall be
held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be
reformed, and enforced to the maximum extent permitted by law. If such provision cannot be
reformed, it shall be severed from this Agreement and the remaining portions of this Estoppel
and Recognition Agreement shall be valid and enforceable.
9. EXCEPT WHERE FEDERAL LAW IS APPLICABLE AND PREEMPTS
STATE LAW (IN WHICH EVENT SUCH FEDERAL LAW SHALL CONTROL), THIS
AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, INTERPRETED, AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REGARD TO THAT STATE'S OR ANY OTHER STATE'S CHOICE OF LAW
RULES OR CONFLICTS OF LAW PRINCIPLES. With respect to any claim or action arising
hereunder or under this Agreement, each Party (a) irrevocably submits to the exclusive
jurisdiction of the courts of the State of California located in Riverside County, California, and
the United States District Court located in Riverside, California, (b) irrevocably waives any
objection which it may have at any time to the laying on such venue of any suit, action or
proceeding arising out of or relating to this Agreement, and (c) irrevocably waives trial by jury in
any action, proceeding or counterclaim brought by any party hereto against any other party
hereto on any matter arising out of or in any way connected with this Estoppel and Recognition
Agreement.
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LEGAL-US-E # 189910041.4
EXECUTED under seal as of the date first above written.
"CITY"
CITY OF LA QUINTA, a California municipal corp
and charter city
Date: .12 Z , 2025 By: �--
cMillen, City Manager
ATTEST: 4
Monika Radeva, City CYerk
APPROVED AS TO FORM
RUTAN & TUCKER, LLP
William H. Ihrke, City Attorney
LEGAL-US-E # 189910041.4