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CLEARWATER CENTRE ESTOPPEL CERTIFICATE ESTOPPEL CERTIFICATE k t') ,2007 Espacio USA, Inc. C/o Carlos I. Ferdinand, Esq. Hogan & Hartson, LLP Mellon Financial Center 1111 Brickell Avenue Suite 1900 Miami, FL 33131 RE: Community Redevelopment Agency of the City of Clearwater (the "Agency /~- Agreement for Development and Disposition of Property (the "Development Agreement/~ dated June 7, 2007, between the Agency and Clearwater Centre, LLC ("Developer/~. The undersigned, Rod Irwin as Executive Director of the Agency, after being duly sworn before me under oath, hereby swears, affirms and certifies to Espacio USA, Inc. ("Espacio"), as follows: 1. The undersigned is the Executive Director of the Agency, and has personal knowledge of the matters set forth herein. 2. The Development Agreement, a true and correct copy of which is attached hereto as Exhibit "A" and by this reference made a part hereof, is in full force and effect as of the date hereof. The Development Agreement has not been amended, modified or supplemented in any way. The Development Agreement, together with the foregoing amendments or modifications, if any, represents the entire agreement between the Agency and the Developer relating to the subject matter thereof. 3. With the exception of a recorded Performance Mortgage, Developer and the Agency have each complied with and performed all of their respective obligations under the Development Agreement required to be complied with or performed as of this date and have paid all sums required to be paid as of the date of this Certificate, respectively, by them, if any, pursuant to the terms of the Development Agreement. 4. Neither the Agency nor Developer is in default in any material respect under or pursuant to the Development Agreement and no condition exists, which with giving of notice or passage of time or both would constitute a material default under the Development Agreement. Espacio USA, Inc. ,2007 Page 2 of2 5. The Agency acknowledges and agrees that Espacio may rely and is relying on this certificate as provided in Section 11.08 of the Development Agreement. IN WITNESS WHEREOF, the undersigned has executed this Estoppel Certificate as of the/~dayof r ,2007. Approved as to form: jJ ~;ft Pamela K. Akin, City Attorney COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF CLEARWATER, FLORIDA BY:~~ i~~::N~~~_~~~~ . -.. ? -.. ~ , - .... ..... ........ .' ..... .... ... -.' "../ .' .. , - III" _---- ~- -,'