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environmental laws and required in connection with the construction of the homes and the routine operation and maintenance of the Property. 10.5 Notice of Environmental Matters. Grantee shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Grantee 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 Grantee. 10.6 Environmental Indemnification by the Grantee. Grantee agrees to defend, indemnify and hold harmless the City and its respective officers, directors, employees and agents, contractors, special counsel, and representatives (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 Indenmitees 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 Grantee hereby agrees and declares that the following covenants shall run with the land and shall be binding on Grantee, its successors and assigns: 11.1 Existence. The sole member of Grantee'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. Grantee shall give notice to City, within ten (10) business days of Grantee'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 Grantee or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b) any dispute between Grantee and a Governmental Authority relating to the Property, the adverse determination of which might materially affect the Property; (c) any change in Grantee's principal place of business; (d) any aspect of the Improvements that is not in substantial conformity with the plans or code; (e) any event which after the giving of all required notices and the expiration of all applicable cure periods, would constitute an Event of Default;