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ESTOPPEL CERTIFICATE ESTOPPEL CERTIFICATE To: Fremont Investment & Loan 2727 E. Imperial Highway Brea, California 92821 Loan No.: 950114710 Re: Agreement for Development and Disposition of Property (Station Square Development) dated February 17, 2004, as modified by First Amendment to Agreement for Development and Disposition of Property (Station Square Development) dated August 11, 2005 (together, the "Development Agreement") by and between the Community Redevelopment Agency of the City of Clearwater, Florida, a public body corporate and politic of the State of Florida created pursuant to Part III, Chapter 163, Florida Statutes (the "Agency") and Station Square Clearwater Condo, LLC, a Florida limited liability company as successor to Station Square, LLC ("Developer") The Agency hereby certifies the following: 1. The Development Agreement is in full force and effect and has not been amended, modified or supplemented except as set forth above. 2. To the knowledge of the Agency, the Developer is not in default under the Development Agreement and no event has occurred that with the giving of notice, passage of time or both would constitute a default or event of default under the Development Agreement. 3. The Property Option pursuant to paragraph 8.07 of the Development Agreement has terminated and is of no further force or effect and said Property Option was not exercised by the Agency. 4. The Agency's agreement to purchase the parking spaces pursuant to paragraph 7.21 of the Development Agreement remains in full force and effect and has not been terminated by the Agency. 5. In its capacity as Mortgagee, the Agency reviewed and approved the Declaration of Condominium for the Station Square project. 6. Fremont Investment & Loan may rely on the certifications contained herein. The undersignEt is duly authorized to execute this Certificate. Dated this ~ '>- day of October, 2006. OF By: Print Name: Rod Irwin Its: Executive Director TAMP_501520.1