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EXHIBIT 2 <br />10.3 Presence of Hazardous Materials. Developer shall not, and shall not permit <br />anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on <br />the Property, or transport or permit the transportation of Hazardous Materials to or from the <br />Property, except for de minimis quantities used at the Property in compliance with all applicable <br />environmental laws and required in connection with the construction of the homes and the routine <br />operation and maintenance of the Property. <br />10.4 Notice of Environmental Matters. Developer shall immediately advise City in <br />writing of any of the following: (a) any pending or threatened environmental claim against <br />Developer or the Property; or (b) any condition or occurrence that: (i) results in noncompliance with <br />any applicable environmental law; (ii) could reasonably be anticipated to cause the Property to be <br />subject to any restrictions on the ownership, occupancy, use or transferability of the Property under <br />any environmental Law; or, (iii) could reasonably be anticipated to form the basis of an <br />environmental claim against the Property or Developer. <br />10.5 Environmental Indemnification by the Developer. Developer agrees to defend, <br />indemnify and hold harmless the City and its respective officers, directors, employees and agents <br />(collectively the "Indemnitees") from and against any and all obligations (including removal and <br />remediation), losses, claims (including third party claims), suits, judgments, liabilities, penalties, <br />damages (including consequential and punitive damages), costs and expenses (including <br />consultants, and attorneys' fees) of whatever kind or nature whatsoever that may at any time be <br />incurred by, imposed on, or asserted against the Indemnitees directly or indirectly based on, or <br />arising or resulting from any Hazardous Materials on the Property, other than resulting from the <br />gross negligence or willful misconduct of any Indenmitee. <br />11. OTHER AFFIRMATIVE COVENANTS <br />The following provisions shall apply, except to the extent that City Project Manager <br />otherwise consents in writing: <br />11.1 Existence. The sole member of Developer's managing general partner shall <br />maintain its existence in good standing under the laws of the State of California. <br />11.2 Notice of Certain Matters. Developer shall give notice to City, within ten (10) <br />days of Developer's learning thereof, of each of the following: <br />(a) any filed litigation or claim affecting or relating to the Property and <br />involving an amount in excess of $5,000; and any litigation or claim that might subject Developer <br />or any general partner to liability in excess of $5,000, whether covered by insurance or not; <br />(b) any dispute between Developer and a Governmental Authority relating to <br />the Property, the adverse determination of which might materially affect the Property; <br />(c) any change in Developer's principal place of business; <br />17 <br />5 53 94.0010 1 \42414134.1 <br />