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ESTOPPEL CERTIFICATEESTOPPEL CERTIFICATE The undersigned (the "City ") hereby certifies to DDR SOUTHEAST CLEARWATER DEVELOPMENT, L.L.C. a Delaware limited liability company (the "Owner "), GDA REAL ESTATE SERVICES, LLC, a Colorado limited liability company ( "GDA "), Purchaser (as hereinafter defined) and Purchaser's Lender (as hereinafter defined), and their successors or assigns, as follows: RECITALS: A. The undersigned understands that GDA or its assigns ( "Purchaser ") intends to purchase from Owner, the real property and improvements described on Exhibit 1 attached hereto (the "Real Estate ") and that such acquisition may be financed with a loan at closing (the lender(s) providing such financing being hereinafter referred to as "Purchaser's Lender "). B. The City is the owner of the real property that is adjacent to the Real Estate on which is located a Community Sports Complex known as Bright House Field (the "City Property "). C. In connection with the purchase of the Real Estate by Purchaser, Purchaser has requested that the undersigned complete this estoppel certificate (this "Estoppel Certificate ") with the appropriate information as it pertains to that certain Operation and Reciprocal Easement Agreement (the "Original OREA ") recorded in Official Records Book 6440 at page 2013 of the Public Records of Pinellas County, Florida (the "Records "), as amended by that certain Amendment and Ratification of Operation and Reciprocal Easement Agreement (the "First Amendment ") recorded in Official Records Book 6735 at page 217 of the Records, as amended by that certain Second Amendment to Operation and Reciprocal Easement Agreement (the "Second Amendment ") recorded in Official Records Book 6921 at page 129 of the Records, as amended by that certain Third Amendment to an Operational and Reciprocal Easement Agreement (the "Third Amendment ") recorded in Official Records Book 7561at page 2136 of the Records, as amended by that certain Fourth Amendment to an Operation and Reciprocal Easement Agreement (the "Fourth Amendment ") recorded in Official Records Book 7541at page 849 of the Records, as amended by that certain Fifth Amendment to Operation and Reciprocal Easement Agreement (the "Fifth Amendment ") recorded in Official Records Book 9664 at page 541 of the Records, as amended by that certain Amendment to Operation and Reciprocal Easement Agreement (the "Sixth Amendment ") recorded in Official Records Book 14631 at page 1127 of the Records, as amended by that certain Seventh Amendment to Operation and Reciprocal Easement Agreement (the "Seventh Amendment ") recorded in Official Records Book 17589 at page 1477 of the Records, and as amended by that certain Covenants, Restrictions, Grant of Easements and Modification of Clearwater Commons Shopping Center Operation and Reciprocal Easement Agreement (the "Modification Agreement ") recorded in Official Records Book 12196 at page 391 of the Records. D. The Original OREA, as amended by the First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth Amendment, Seventh Amendment, and Bright House Field OREA is referred to herein as the "OREA ". CERTIFICATIONS: The undersigned hereby certifies to and agrees with Owner, Purchaser and Purchaser's Lender, and each of their respective successors and assigns, as to the following: 1. Capitalized Terms. Capitalized terms not otherwise defined herein shall have the meanings set forth in the OREA. 1 006479 \0174 \12012536.4 2. Authority. The individual executing this Estoppel Certificate hereby warrants and represents that he or she has the power and authority to execute and deliver this Estoppel Certificate on behalf of undersigned. 3. OREA in Effect. The OREA is in full force and effect and has not been amended, supplemented, terminated, or repealed in any respect except as otherwise provided above. The recorded version of the OREA is a full, accurate, and complete copy. 4. the OREA. No Defense. There is no defense, offset, claim, or counterclaim against Owner under 5. No Default. No outstanding uncured notices of default have been given by the undersigned to the Owner or any other party under the OREA. The undersigned has not received any outstanding uncured notices of default from the Owner or any other party under the OREA. The undersigned does not have any liens against the Real Estate arising under the OREA. To the best of the undersigned's knowledge, no default by the Owner exists in the performance of any obligation required by it under the OREA, and to the best of the undersigned's knowledge, no event has occurred or condition exists which, with the passage of time or the giving of notice, would constitute a default by the Owner under the OREA. 6. No Delinquencies. As of the date hereof, there are no delinquent amounts due and payable pursuant to the REA in connection with the Real Estate. As of the date hereof, the undersigned has not expended any funds pursuant to the OREA for which a claim for reimbursement will be made to the Owner or Purchaser. 7. If Owner is known to be in violation of any provisions of the OREA, a description of the violation and a statement whether any charges due or owing by such Owner or any lien has been filed against such Owner's parcel, as follows: NONE 8. Owner's Rights Under OREA. The sole rights and obligations of the City under the OREA (including, without limitation, any easements, licenses, restrictive covenants, and approval rights), are those rights expressly set forth in the Modification Agreement. The City has no other rights under the OREA, including, without limitation, any right of a "Party" as defined in the Original OREA and the City Property is not part of the "Shopping Center" as defined in the Original OREA and the Modification Agreement controls with respect to the rights and obligations of the City and Owner. 9. Improvements on and Use of Real Estate. To the best of the City's knowledge, the construction of any building or improvement on, and the alteration and use of, the Real Estate, whether during or prior to Owner's period of ownership, is in full compliance with the conditions, restrictions and covenants contained in the Modification Agreement. 10. Notices. The current address for notices to the undersigned under the Modification Agreement is: City of Clearwater City Attorney's Office 2 006479 \0174 \12012536.4 Attn: Phone: 727- 562 -4010 Fax: E -mail: Laura Mahony 727 562 4021 laura.mahony @myclearwater.com 11. Non - Waiver. Nothing contained in this letter shall constitute a waiver or a release of the undersigned's rights and/or remedies with respect to any matters that may be disclosed pursuant to an audit, inspection or examination of the books and records of Owner (or those acting under the authority or the direction of Owner) as provided in the OREA. This Estoppel Certificate may be relied on by Owner, Purchaser, their successors and or assigns, any other party who acquires an interest in the Real Estate in connection with such purchase, by any person or entity which may finance such purchase (each, a "Lender "), and by First American Title Insurance Company in connection with issuing policies of title insurance for the Real Estate. {Signatures Appear on Following Page} 3 006479 \0174 \12012536.4 ESTOPPEL CERTIFICATE DDR SOUTHEAST CLEARWATER DEVELOPMENT LLC Countersigned: Dated: June 24, 2015 Approved as to form: Laura Mahony Assistant City Attorney CITY OF CLEARWATER, FLORIDA By: W 13. J'---` William B. Horne II City Manager Attest: -for: Rosemarie Ca City Clerk EXHIBIT 1: THE REAL ESTATE PARCEL 1: LOTS 2, 3 AND 4, THE CLEARWATER COLLECTION SECOND REPLAT, ACCORDING TO THE PLAT THEREOF AS RECORDED IN PLAT BOOK 107, PAGES 24 AND 25, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA, LESS AND EXCEPT THOSE PORTIONS THEREOF CONVEYED, TAKEN OR USED FOR U.S. HIGHWAY 19. BEING TAX PARCEL NOS.: 07- 29 -16- 16442 - 000 -0020, 07- 29 -16- 16442 - 000 -0030, AND 07- 29 -16- 16442- 000 -0040. PARCEL 2: NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN BOOK 1479, PAGE 95 AS AFFECTED BY OFFICIAL RECORDS BOOK 7319, PAGE 993 AND OFFICIAL RECORDS BOOK 14623, PAGE 2520, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 3: NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN OFFICIAL RECORDS BOOK 6440, PAGE 2002 AS AFFECTED BY OFFICIAL RECORDS BOCK 6735, PAGE 212, CF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 4: NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT CF PARCEL 1 AS SET FORTH IN OFFICIAL RECORDS BOOK 6440, PAGE 2013 AS AFFECTED BY OFFICIAL RECORDS BOCK 6735, PAGE 217; OFFICIAL RECORDS BOOK 6921, PAGE 129; OFFICIAL RECORDS BOOK 7541, PAGE 849; OFFICIAL RECORDS BOOK 7561, PAGE 2125; OFFICIAL RECORDS BOCK 9664, PAGE 451; OFFICIAL RECORDS BOOK 12196, PAGE 391; OFFICIAL RECORDS BOOK 14631, PAGE 1127 AND OFFICIAL RECORDS BOOK 17589, PAGE 1477, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA. PARCEL 5: NON - EXCLUSIVE EASEMENTS FOR THE BENEFIT OF PARCEL 1 AS SET FORTH IN BOOK 6618, PAGE 2190 AS AFFECTED BY BOOK 8629, PAGE 152 AND BOOK 8681, PAGE 394, OF THE PUBLIC RECORDS OF PINELLAS COUNTY, FLORIDA.