HABITAT FOR HUMANITY OF ORANGE COUNTY (5)

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10.3 Presence of Hazardous Materials.Developer shall not, and shall not permit anyone else to, generate,use, treat, store,handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property, except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the construction of the homes and the routine operation and maintenance of the Property. 10.4 Notice of Environmental Matters. Developer shall immediately advise City in writing of any of the following: (a)any pending or threatened environmental claim against Developer or the Property; or(b) any condition or occurrence that: (i) results in noncompliance with any applicable environmental law; (ii)could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer. 10.5 Environmental Indemnification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents (collectively the "Indemnitees") from and against any and all obligations (including removal and remediation), losses, claims (including third party claims), suits,judgments, liabilities, penalties, damages (including consequential and punitive damages), costs and expenses (including consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or arising or resulting from any Hazardous Materials on the Property, other than resulting from the gross negligence or willful misconduct of any Indenmitee. 11. OTHER AFFIRMATIVE COVENANTS The following provisions shall apply, except to the extent that City Project Manager otherwise consents in writing: 11.1 Existence.The sole member of Developer's managing general partner shall maintain its existence in good standing under the laws of the State of California. 11.2 Notice of Certain Matters. Developer shall give notice to City, within ten(10) days of Developer's learning thereof, of each of the following: (a) any filed litigation or claim affecting or relating to the Property and involving an amount in excess of$5,000; and any litigation or claim that might subject Developer or any general partner to liability in excess of$5,000, whether covered by insurance or not; (b) any dispute between Developer and a Governmental Authority relating to the Property,the adverse determination of which might materially affect the Property; (c) any change in Developer's principal place of business; 17 55394.00101\42414134.1