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14.4 Notice of Environmental Matters. Vista Del Rio shall immediately advise City in
<br />writing of any of the following: (a) any pending or threatened environmental claim against Vista Del
<br />Rio or the Property, (b) any condition or occurrence that (i) results in noncompliance with any
<br />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 Vista Del Rio.
<br />14.5 Environmental Indemnification by the Vista Del Rio. Vista Del Rio hereby
<br />agrees, at Vista Del Rio's sole expense, to defend (using counsel satisfactory to Agency and City),
<br />indemnify, assume all responsibility for, and save and hold the Indemnitees harmless from and
<br />against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising
<br />out of, or based upon (i) the release, use, generation, discharge, storage or disposal of any Hazardous
<br />Materials in violation of Environmental Laws during the period of the Vista Del Rio's ownership of
<br />the Property, on, under, in or about, or the transportation of any such Hazardous Materials to or from,
<br />the Property by Vista Del Rio during the period of the Vista Del Rio's ownership of the applicable
<br />Property, or (ii) the violation, or alleged violation of any Environmental Laws relating to the use,
<br />generation, release, discharge, storage, disposal or transportation of Hazardous Materials on, under,
<br />in or about, to or from, the Property during the period of the Vista Del Rio's ownership of the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost
<br />or expense arising from or out of any claim, action, suit, or proceeding for personal injury (including
<br />sickness, disease or death), tangible or intangible property damage, compensation for lost wages,
<br />business income, profits or other economic loss, damage to the natural resource or the environment,
<br />nuisance, contamination, leak, spill, release or other adverse effect on the environment.
<br />15. OTHER AFFIRMATIVE COVENANTS
<br />While any obligation of Vista Del Rio under the Notes or Deeds of Trust remain outstanding,
<br />the following provisions shall apply, except to the extent that Executive Directors otherwise consent
<br />in writing:
<br />15.1 Existence. Vista Del Rio's managing general partner shall maintain its existence in
<br />good standing under the laws of the State of California and Vista Del Rio shall provide
<br />documentation of such status annually to the City.
<br />15.2 Protection of Lien. Vista Del Rio shall maintain the lien of the Deeds of Trust as a
<br />valid second and third priority deed of trust on the Property and take all actions, and execute and
<br />deliver to City and Agency all documents, reasonably required by the Executive Directors from time
<br />to time in connection therewith.
<br />15.3 Notice of Certain Matters. Vista Del Rio shall give notice to City, within ten (10)
<br />days of Vista Del Rio's learning thereof, of each of the following:
<br />(a) any filed litigation or claim affecting or relating to the Project or Property and
<br />involving an amount in excess of $5,000; and any litigation or claim that might subject Vista Del Rio
<br />or any general partner to liability in excess of $5,000, whether covered by insurance or not;
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