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Date of this Agreement and any Party in good faith determines that such provision is material to its entering into this Agreement, that Party may elect to terminate this Agreement as to all of its obligations then remaining unperformed in accordance with Section 5.9. hereof, subject, however, to the provisions of Section 5.10. hereof. 5.9. Termination Upon Completion of Development. 5.9.1. This Agreement shall terminate when the Developer has advised the County in writing that the Property has been fully developed, and all of the Developer's obligations in connection therewith are satisfied as determined by the County, subject, however, to the provisions of Section 5.10. hereof. 5.10. Effect of Termination on Developer Obligations. Termination of this Agreement as to the Developer or the Property or any portion thereof shall not affect any requirement to satisfy the Existing Approvals(to the extent the Existing Approvals remain in effect), and the terms and conditions of the applicable zoning, any development plan approvals, any applicable permit(s), or any subdivision map or other land use entitlements approved with respect to the Property, nor shall it affect any other covenants of the Developer specified in Section 5.11. of this Agreement to continue after the termination of this Agreement. Developer understands and agrees that the Existing Approvals may be substantially modified in light of the circumstances resulting from the termination of this Agreement and Developer shall have no rights to challenge said modification by reason of this Agreement. 5.11. Covenants Surviving Termination. Notwithstanding any provision to the contrary in this Agreement, the following covenants contained in the following sections of this Agreement shall survive the termination of this Agreement and shall remain in effect as obligations of the Developer following termination of this Agreement for so long as necessary to give them full force and effect as applicable to events or circumstances occurring prior to termination of this Agreement (the parenthetical descriptions following each cited section below is for reference only, and does not modify the provisions of the section cited): 5.11.1. Section 1.4.1.B. (payment of costs of a validation action); 5.11.2. Section 1.4.3. (payment of costs of recording notice of termination); 5.11.3. Section 5.2.7. (payment of costs incurred by County in emergency situations); 5.11.4. Section 5.6. (payment of prevailing Party's costs incurred in litigation); 5.11.5. Section 6.1. (indemnification and hold harmless); 5.11.6. Section 6.4. (hold harmless from litigation costs). 5.12. Estoppel Certificate. Either Party may, at any time, and from time to time, deliver written notice to the other Party requesting such Party to certify in writing that, to the knowledge of the certifying Party: (i)this Agreement is in full force and effect and a binding obligation of the Parties, (ii)this Agreement has not been amended or modified either orally or in writing, or if -35-