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the termination of this Agreement and Developer shall have no rights to challenge said <br /> modification by reason of this Agreement. <br /> 5.11. Covenants Surviving Termination. Notwithstanding any provision to the contrary <br /> in this Agreement, the following covenants contained in the following sections of this Agreement <br /> shall survive the termination of this Agreement and shall remain in effect as obligations of the <br /> Developer following termination of this Agreement for so long as necessary to give them full <br /> force and effect as applicable to events or circumstances occurring prior to termination of this <br /> Agreement(the parenthetical descriptions following each cited section below is for reference <br /> only, and does not modify the provisions of the section cited): <br /> 5.1 LA. Section 1.5,I.B. (payment of costs of a validation action); <br /> 5.11.B. Section 1.5.3. (payment of costs of recording notice of <br /> termination); <br /> 5.11.C. Section 3.8.2. (reimbursement of certain costs to Developer); <br /> 5.11.D. Section 5.2.7. (payment of costs incurred by County in <br /> emergency situations); <br /> 5.11.E. Section 5.6. (payment of prevailing Party's costs incurred in <br /> litigation); <br /> 5.11.F. Section 5.9.2. (payment of costs of recording a certificate of <br /> termination); <br /> 5.11.G. Section 6.1.1. (indemnification and hold harmless); <br /> 5.1 I.H. Section 6.1.2. (hold harmless from litigation costs others); and <br /> 5.11.I Section 6.2.1. (indemnification of County and others). <br /> 5.12. Estoppel Certificate. Either Party may, at any time, and from time to time, <br /> deliver written notice to the other Party requesting such Party to certify in writing that, to the <br /> knowledge of the certifying Party, (i)this Agreement is in full force and effect and a binding <br /> obligation of the Parties, (ii) this Agreement has not been amended or modified either orally or in <br /> writing, or if so amended, identifying the amendments, and(iii) the requesting Party is not <br /> known to be in default in the performance of its obligations under this Agreement, or if in <br /> default,to describe therein the nature and amount of any such defaults. At a Party's request, the <br /> certificate shall also contain a statement of the nature and amount of any claims or charges of the <br /> other Party actually known to exist with respect to the Property. A Party receiving a request <br /> hereunder shall execute and return such certificate within thirty(30)days following the receipt <br /> thereof, unless the County, in order to determine the appropriateness of the certificate, shall <br /> promptly commence and proceed to conclude a review pursuant to the provisions of Section 4. <br /> W02-SF:FPD161481145.2 -47- <br />