DEVELOPMENT AGREEMENT ESTOPPEL CERTIFICATE - COURT STREET RESIDENCE INN
EXECUTION COpy
DEVELOPMENT AGREEMENT
ESTOPPEL CERTIFICATE
COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public body corporate and politic of the State of Florida (the
"CRA") and CLEARWATER HOSPITALITY PROPERTIES, L.L.C., a Delaware limited
liability company ("Developer"), entered into that certain Development Agreement dated June
22, 2007, evidenced by that certain Memorandum of Development Agreement recorded in
Official Records Book 15860, Page 565 of the public records of Pinellas County, Florida
("Development Agreement"), relating to the construction and development of that certain
Residence Inn by Marriott Hotel located at 940 Court Street, Clearwater, Florida (the "Residence
Inn Property").
Concurrently herewith, CAPMARK BANK, an Utah industrial bank (the "Lender") has
made a mortgage loan (the "Loan") to Developer, which is secured by, inter alia, the interest of
the Developer in the Development Agreement, as well as a mortgage encumbering Developer's
interest in the Residence Inn Property (the "Mortgage"). CRA hereby certifies and represents to
Lender that, as of the date hereof, the following is true, correct and complete:
1. All capitalized terms herein shall have the meaning ascribed to them in the
Development Agreement unless otherwise defined herein. The undersigned is authorized to
execute and deliver this Estoppel Certificate to Lender on behalf of the CRA.
2. A complete and correct copy of the Development Agreement, including all
modifications and amendments thereof is attached to this Estoppel Certificate as Exhibit "A".
There are no other agreements, written or oral, between CRA and Developer relating to the
renovation and improvement of the Residence Inn Property or other matters contained in the
Development Agreement.
3. The Development Agreement is in full force and effect and no default exists on
the part of Developer. CRA acknowledges and agrees that the exercise by Lender of its powers
or any remedies available to Lender, at law, in equity or pursuant to the terms of the Loan
Documents (as defined in the Mortgage), shall not require the consent of CRA in any respect.
4. CRA acknowledges and agrees that upon receipt of the notice indemnifying
Lender as mortgagee Lender is entitled to all of the rights and privileges provided to a mortgagee
under the Development Agreement.
5. Upon receipt of notice identifying Lender as a mortgagee under the Development
Agreement, the CRA will provide to Lender copies of each notice of default given to Developer
under the Development Agreement at the same time as such notice is provided, as set forth in
Section 9.01 (b )(1) of the Development Agreement; such notice to Lender shall be addressed as
follows:
Capmark Bank
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6955 Union Park Center, Suite 330
Midvale, Utah 84047
Attn: President
With a copy to:
Capmark Finance Inc.
1600 Tysons Boulevard
Suite 1100
McLean, Virginia 22102
Attn: Lewis L. Delafield
Re: Loan No. 01-1055124
And to:
Capmark Finance Inc.
100 South Wacker Drive, Suite 400
Chicago, Illinois 60606
Attention: Construction Lending
Re: Loan No. 01-1055124
or to such other address as Lender hereafter may designate to CRA in writing from time to time.
6. CRA has granted an extension, due to Unavoidable Delay, of the August 15,2007
commencement date contained in Section 5.02 of the Development Agreement. The new
commencement date will be August 30, 2007.
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.
The undersigned acknowledges that this Estoppel Certificate delivered pursuant to
section 11.08 of the Development Agreement may be relied upon by the Lender. This Estoppel
Certificate shall be for the benefit of Lender and its successors , assigns and participants.
DATED: August 2 2., 2007
CRA:
COMMUNITY REDEVELOPMENT
AGENCY OF THE CITY OF
CLEARWATER, FLORIDA, a public
body corporate and politic of the State of
::rida ~n~
Name:-~ Iw,~
Title: Executive Director
ATTEST:
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