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compliance with all applicable environmental laws and required in connection with the routine operation and maintenance of the Property. 12.4 Notice of Environmental Matters, Developer shall immediately advise City in writing of any of the following: (a) ally pending or threatened environmental claim against Developer or the Property, (b) any condition or occurrence that (i) results in noncompliance with any applicable environmental Wv, (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of die Property under any environmental Law, or (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Developer, 12.5 Environmental Indeninification by the Developer. Developer agrees to defend, indemnify and hold harmless the City and their 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 Mild or nature, whatsoever diat may at any time be inourred by, imposed on, or asserted against the Indernnitees directly or indirectly based oil, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property. 13. OTHER AFFIRMATIVE COVENANTS While any obligation of Developer under the City Loan Note or Deed of Trust remain outstanding, the following provisions shall apply, except to the extent that FxQcutivc Director otherwise consents in writing: 13.1 Existence. Developer's managing general partner (OHDC) shall maintain its existence in good standing under the laws of the State of California, and Developer shall provide documentation of such status annually to the City. 13.2 Protection of Lien Developer shall maintain the lien of the City Deed of Trust as a valid second priority deed of trust on the Property and take all actions, and execute and deliver to City all documents, reasonably required by City from time to time in connection tllerovvitll: 13.3 Notice of Certain Matters. Developer shall give notice to City, within tell (10) days ofDoveloper's learning thereof, of cacti of the folly wjng� (a) any fi led litigation or claim affecting or relating to the Property and involving an atnount in excess of S5,000; and any litigation or clairit that might sub�jcct Developer or any general partner to liability in excess of $5,000, whether covered by insurance or not; (b) any dispute botwten Developer and a Governmental Authority relating to the Property, the adverse determination of which might traterially affect the Property; 27 25B-33