Common use of Certain Covenants and Agreements Clause in Contracts

Certain Covenants and Agreements. The Developer hereby covenants and agrees, that from and after the date of the Closing: (1) Except for the Water District's transportation of Hazardous Materials for use in its operations, the Developer shall not knowingly permit the Development or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development. (2) The Developer shall keep and maintain the Development and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. (3) Upon receiving actual knowledge of the same the Developer shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the Development; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the Property. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer ASCRP, Heavenly Resort Properties, Heavenly Valley, TSI and Cecil's Market, Inc. hereby covenants each covenant and agrees, that from and after the date of the Closingagree that: (1) Except for the Water District's transportation of Hazardous Materials for use in its operations, the Developer They shall not knowingly permit the Development Project or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.Project; (2) The Developer They shall keep and maintain the Development Project and each portion thereof in compliance with, and shall not cause or permit the Development Project or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same the Developer they shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against any of the Developer Developers or the Development Project pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the any Developer or the Development Project relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentProject; or (D) the Developer's their discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development Project classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development Project under any Hazardous Materials Laws. The Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning or Developers that are a party to any such portion of the Propertyproceeding or action. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, ASCRP, Heavenly Resort Properties, Heavenly Valley, TSI and which the Agency shall promptly grant or denyCecil's Market, the Developer Inc. shall not take any remedial action in response to the presence of any Hazardous Materials on, on under, or about the Development Project (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, decree or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer hereby covenants and agrees, that from and after agrees throughout the date Term of the Closingthis Agreement: (1) Except for The Developer will keep and maintain the Water District's transportation of Property and the Development located thereon, in compliance with all Hazardous Materials for use in its operationsLaws, the Developer shall and may not knowingly cause or permit the Development or any portion thereof to be a site for the release, use, generation, treatment, manufacture, storage, discharge, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.; (2) The Developer shall must keep and maintain the Development and each portion thereof in compliance with, and shall may not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same the Developer shall must immediately advise the Agency City in writing of: (Aa) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to under any applicable Hazardous Materials Laws; (Bb) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (Aa) and this clause (Bb) are hereinafter referred to as "Hazardous Materials Claims"); (Cc) the presence of any Hazardous Materials in, on or under the Development; or (Dd) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" that could cause the Property or any part of the Property to be subject to any restrictions on the ownership, occupancy, transferability, or use of the Development or the Property under any Hazardous Materials Laws, including without limitation under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Lawsimplement those sections. The Agency shall have City has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the PropertyDeveloper. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer hereby covenants and agrees, that from and after agrees throughout the date Term of the Closingthis Agreement: (1) Except for The Developer will keep and maintain the Water District's transportation of Property and the Improvements located thereon, in compliance with all Hazardous Materials for use in its operationsLaws, the Developer shall and may not knowingly cause or permit the Development or any portion thereof to be a site for the release, use, generation, treatment, manufacture, storage, discharge, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.; (2) The Developer shall must keep and maintain the Development and each portion thereof in compliance with, and shall may not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same the Developer shall must immediately advise the Agency County in writing of: (Ai) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to any applicable Hazardous Materials Laws; (Bii) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (Ai) and this clause (Bii) are hereinafter referred to as "Hazardous Materials Claims"); (Ciii) the presence of any Hazardous Materials in, on or under the Development; or (Div) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Code Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The Agency shall have County has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the PropertyDeveloper. (4) Without the AgencyCounty's prior written consent, which shall will not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall must not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Each Developer hereby covenants and agrees, that from and after agrees throughout the date Term of the Closingthis Agreement: (1) Except for The Developer will keep and maintain the Water District's transportation of applicable Developer Parcel and the Development Improvements located thereon, in compliance with all Hazardous Materials for use in its operationsLaws, the Developer shall and may not knowingly cause or permit the Development Improvements or any portion thereof to be a site for the release, use, generation, treatment, manufacture, storage, discharge, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.Development Improvements, except such of the foregoing as may be customarily used in construction of projects like the Development Improvements or kept and used in and about residential property of this type; (2) The Each Developer shall must keep and maintain the their respective Development Improvements and each any portion thereof in compliance with, and shall may not cause or permit the Development Improvements or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same same, the Developer shall must immediately advise the Agency Commission in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the applicable Development Improvements pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the applicable Development Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentDevelopment Improvements; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development Improvements classified as "borderzone property" under the provisions of California Health and Safety Code, Code Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development Improvements under any Hazardous Materials Laws. The Agency shall have Commission has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the PropertyDeveloper. (4) Without the AgencyCommission's prior written consent, which shall will not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall must not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development Improvements (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer Lessee hereby covenants and agrees, that from and after the date of the Closingagrees that: (1) Except for the Water District's transportation of Lessee (i) shall not cause or knowingly permit any Hazardous Materials to be placed, stored, located or disposed of on, under or at the Leased Premises or any part thereof, except in commercially reasonable amounts used in the construction and operation of the Improvements and in accordance with applicable Legal Requirements, and (ii) shall not cause or knowingly permit any Hazardous Materials contamination of the Leased Premises or any part thereof. Notwithstanding the foregoing, Lessee shall not be in violation of this Lease or otherwise be liable or obligated hereunder for use (i) any Hazardous Materials present in its operationssoils, water, groundwater or otherwise located at, in, on, under or about the Developer Leased Premises as of the Commencement Date, including without limitation the migration of such existing Hazardous Materials from the Leased Premises after the Commencement Date ("Existing Hazardous Materials"); and (ii) Hazardous Materials migrating to the Leased Premises at any time from an off-site source ("Third Party Contamination"). Notwithstanding anything in this Section 10.3 or in Section 10.4, Lessee shall have no obligation under this Lease to Lessor to investigate or remediate Existing Hazardous Materials, or Third Party Contamination. (2) Lessee shall not knowingly permit the Development Leased Premises or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.Improvements in violation of any applicable law; provided however that for the purposes of this subsection 10.3(a)(2) only, the term "Hazardous Materials" shall not include Hazardous Materials in commercially reasonable amounts used in the operation of the Improvements and in accordance with applicable Legal Requirements (23) The Developer Lessee shall keep and maintain the Development and each portion thereof Improvements in compliance with, and shall not cause or permit the Development Improvements or any portion thereof to be in violation of, any Hazardous Materials Laws. (34) Upon receiving actual knowledge of the same the Developer same, Lessee shall immediately promptly advise the Agency Lessor in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer Lessee or the Development Improvements pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer Lessee or the Development Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials at or associated with the Improvements (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentImprovements in such quantities which require reporting to a government agency; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development Leased Premises under any Hazardous Materials Laws. The Agency If Lessor reasonably determines that Lessee is not adequately responding to a Hazardous Materials Claim, Lessor shall have the right right, but not the obligation, to join and participate in, at its cost and expense, as a party if it so elects, any legal proceedings or actions initiated against Lessee or the Improvements in connection with any such Hazardous Materials Claims, and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the Property. (45) Without the AgencyLessee shall not, without Lessor's prior written consent, which shall not be unreasonably withheldwithheld or delayed, and which the Agency shall promptly grant or deny, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development Improvements (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Until the issuance of a Final Certificate of Completion by the Agency to the Developer, the Developer hereby covenants and agrees, that from and after the date agrees that: a. Except for conditions existing prior to conveyance of any portion of the Closing: (1) Except for the Water District's transportation of Hazardous Materials for use in its operationsSite, whether known, disclosed or unknown, the Developer shall not knowingly permit any portion of the Development Site for which a Phase or Final Certificate of Completion has not been issued or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development. (2) Site in violation of any applicable law; The Developer shall keep and maintain the Development during the time that the Developer owns the Site and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be used or operated in violation of, any Hazardous Materials Laws.; (3) b. Upon receiving actual knowledge of the same the Developer shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentSite in such quantities which require reporting to a government agency; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The If the Agency reasonably determines that the Developer is not adequately responding to a Hazardous Materials Claim, the Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any such Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the PropertyDeveloper. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the c. The Developer shall not take take, without prior notice to the Agency, any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development Site (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims. d. The foregoing provisions of this subsection 9.8.1 of Section 9.8 shall be interpreted and applied consistent with and in compliance with the provisions and requirements under any policy of environmental liability insurance under which the Agency or Developer is a named insured with respect to the Site or any portion or Phase thereof.

Certain Covenants and Agreements. The Developer hereby covenants and agrees, that from and after agrees throughout the date Term of the Closingthis Agreement: (1) Except for The Developer will keep and maintain the Water District's transportation of Property and the Development located thereon, in compliance with all Hazardous Materials for use in its operationsLaws, the Developer shall and may not knowingly cause or permit the Development or any portion thereof to be a site Property for the release, use, generation, treatment, manufacture, storage, discharge, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.; (2) The Developer shall must keep and maintain the Development and each portion thereof in compliance with, and shall may not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same the Developer shall must immediately advise the Agency City in writing of: (Aa) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to under any applicable Hazardous Materials Laws; (Bb) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (Aa) and this clause (Bb) are hereinafter referred to as "Hazardous Materials Claims"); (Cc) the presence of any Hazardous Materials in, on or under the Development; or (Dd) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" that could cause the Property or any part of the Property to be subject to any restrictions on the ownership, occupancy, transferability, or use of the Development or the Property under any Hazardous Materials Laws, including without limitation under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Lawsimplement those sections. The Agency shall have City has the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the PropertyDeveloper. (4) Without the AgencyCity's prior written consent, which shall will not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall must not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer hereby covenants and agrees, that from and after the date of the Closingagrees that: (1) Except for the Water District's transportation of Hazardous Materials for use in its operations, the The Developer shall not knowingly permit the Development or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development. (2) The Developer shall keep and maintain the Development and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be in violation of, any Hazardous Materials Laws. (3) Upon receiving actual knowledge of the same the Developer shall immediately advise the Agency City in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the Development; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. The Agency City shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the Property. (4) Without the AgencyCity's prior written consent, which shall not be unreasonably withheld, and which the Agency City shall promptly grant or deny, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency City agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Following possession of the Property, the Developer hereby covenants and agrees, that from and after the date of the Closing: (1) Except for the Water District's transportation of Hazardous Materials for use in its operations, the agrees that: The Developer shall not knowingly permit the Development Property and Improvements or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development. (2) Property in violation of any applicable law; The Developer shall keep and maintain the Development Property and Improvements and each portion thereof in compliance with, and shall not cause or permit the Development Property and Improvements or any portion thereof to be in violation of, any Hazardous Materials Laws. (3) ; Upon receiving actual knowledge of the same the Developer shall immediately within ten (10) days advise the Agency City in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development Property and Improvements pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Development Property and Improvements relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentProperty in such quantities which require reporting to a government agency; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health Property and Safety Code, Sections 25220 et seq., Improvements or any regulation adopted in accordance therewith, Public Improvements or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development Property Improvements and Public Improvements under any Hazardous Materials Laws. The Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, and to have its reasonable attorney's fees in connection therewith paid by the Developer owning such portion of the Property. (4) Without the Agency's prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, the Developer shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consent), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.

Certain Covenants and Agreements. The Developer Agency and the City hereby covenants covenant and agrees, that from and after the date of the Closingagree that: (1) Except for the Water District's transportation of Hazardous Materials for use in its operations, the Developer They shall not knowingly permit the Development Parking Garage or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Development.Parking Garage; (2) The Developer They shall keep and maintain the Development Parking Garage and each portion thereof in compliance with, and shall not cause or permit the Development Parking Garage or any portion thereof to be in violation of, any Hazardous Materials Laws.; (3) Upon receiving actual knowledge of the same the Developer they shall immediately advise the Agency Developers in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer Agency or the Development City related to the Parking Garage pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer Agency or the Development City related to the Parking Garage relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the DevelopmentParking Garage; or (D) the Developer's their discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development Parking Garage classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development Parking Garage under any Hazardous Materials Laws. The Agency Developers shall have the right to join and participate in, as a party if it they so electselect, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims, Claims and to have its their reasonable attorney's fees in connection therewith paid by the Developer owning such portion of Agency and/or the PropertyCity. (4) Without the Agency's Developers' prior written consent, which shall not be unreasonably withheld, and which the Agency shall promptly grant or deny, and the Developer City shall not take any remedial action in response to the presence of any Hazardous Materials on, under, or about the Development Parking Garage (other than in emergency situations or as required by governmental agencies having jurisdiction in which case the Agency agrees to provide its consentjurisdiction), nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Materials Claims.