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Section 13.03. Indemnification. The City shall not be obligated to pay any <br />indebtedness or obligations of the Developer. The Developer hereby agrees to indemnify and <br />hold the City, and the City's elected officials and employees, harmless from and against (i) <br />any indebtedness or obligations of the Developer; (ii) any other loss, claim, demand, lawsuit, <br />liability or damages arising from the gross negligence or intentional misconduct of the <br />Developer in the performance of its obligations under this Agreement, or (iii) breach of any <br />representation, warranty, covenant or agreement of the Developer contained in this <br />Agreement. The Developer's indemnification obligation hereunder shall include payment of <br />the City's reasonable attorneys' fees, costs and expenses with respect thereto. <br />Section 13.04. Estoppel Certificates. Within twenty (20) days following written request <br />to City by Developer, any Future Owner or any other authorized assignee under this Agreement, <br />the City will execute an estoppel certificate: (a) running to the benefit of the requesting party and <br />any tenant, prospective tenant, purchaser or lender of such requesting party; and (b) indicating (i) <br />whether, to the City's knowledge, this Agreement is in full force and effect, (ii) whether the <br />requesting party or any party is in default under the terms of this Agreement, and (iii) whether any <br />event exists that, with notice or the passage of time, or both, would constitute a default by the <br />requesting party or any other party under this Agreement. <br />ARTICLE XIV <br />ASSIGNMENT <br />Except as provided in this paragraph below, neither the Developer or any Owner may <br />assign any of its rights or obligations under this Agreement, in whole or in part, without the prior <br />written consent of the City. The Developer may assign this Agreement without the City's <br />consent to: (a) an affiliated business organization that is wholly owned by the Developer or <br />under common ownership with the Developer; (b) as collateral to a lender; or (c) in connection <br />25 <br />065611.00495 309237v15 <br />