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this Section 16. Developer shall indemnify, defend and hold the City harmless from and <br /> against any liability, cost or expense arising out of or connected with any claim for any <br /> commission or compensation made by any person or entity claiming to have been retained <br /> or contacted by Developer in connection with this transaction, and the City shall <br /> indemnify, defend and hold Developer harmless from and against any liability, cost or <br /> •expense arising out of or connected with any claim for any commission or compensation <br /> made by any person or entity claiming to have been retained or contacted by the City in <br /> connection with this transaction. This indemnity provision shall survive closing or any <br /> earlier termination of this Covenant. <br /> Section 17. Miscellaneous. <br /> 17.1 Estoppel Certificates. The City and Developer shall at any time and from <br /> time to time,within fifteen(15)business days after written request by the other, execute, <br /> acknowledge and deliver,to the party requesting same or to any prospective mortgagee, <br /> assignee or subtenant designated by Developer,a certificate stating that(i)this Covenant <br /> is in full force and effect and has not been modified, supplemented or amended in any <br /> way, or if there have been modifications, identifying such modifications; and if this <br /> Covenant is not in force and effect,the certificate shall so state;and(ii)to its knowledge,. <br /> all conditions under the Covenant have been satisfied by the City or Developer, as the <br /> case may be,and that no defenses or offsets exist against the enforcement of this Covenant <br /> by the other party, or, to the extent untrue, the certificate shall so state. The party to <br /> whom any such certificate shall be issued may rely on the matters therein set forth and <br /> thereafter the party issuing the same shall be estopped from denying the veracity or <br /> accuracy of the same. No such estoppel certificate issued by the City is effective unless <br /> it is signed by the Mayor of the City. <br /> 17.2 Entire Agreement. This Covenant, the City-Developer Agreements and <br /> any documents attached as exhibits thereto contain the entire agreement between the <br /> parties as to the subject matter hereof and supersedes all prior discussions and <br /> understandings between them with reference to such subject matter. <br /> 17.3 Modification. This Covenant may not be amended or rescinded in any <br /> manner except by an instrument in writing signed by a duly authorized representative of <br /> Developer and by the Mayor of the City. <br /> 17.4 Good Faith and Reasonableness. The parties intend that the obligations of <br /> good faith and fair dealing apply to this Covenant generally and that no negative inference <br /> be drawn by the absence of an explicit obligation to be reasonable in any portion of this <br /> Covenant. The obligation to be reasonable shall only be negated if arbitrariness is <br /> 20 <br /> • <br /> 50 <br />