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compliance with all applicable environmental laws and required in connection with the <br />routine operation and maintenance of the Property. <br />14A Notice of Environmental Matters. Developer shall immediately advise <br />City in writing of any of the following: (a) any pending or threatened environmental <br />claim against Developer or the Property, (b) any condition or occurrence that (i) results in <br />noncompliance with any applicable environmental law, (ii) could reasonably be <br />anticipated to cause the Property to be subject to any restrictions on the ownership, <br />occupancy, use or transferability of the Property under any environmental Law, or (iii) <br />could reasonably be anticipated to form the basis of an environmental claim against the <br />Property or Developer. <br />14.5 Environmental Indemnification by the Developer. Developer agrees to <br />defend, indemnify and hold harmless the City and their respective officers, directors, <br />employees and agents (collectively the "lndemnitees ") from and against any and all <br />obligations (including removal and remediation), losses, claims (including third party <br />claims), suits, judgments, liabilities, penalties, damages (including consequential and <br />punitive damages), costs and expenses (including consultants, and attorneys' fees) of <br />whatever kind or nature whatsoever that may at any time be incurred by, imposed on, or <br />asserted against the lndemnitees directly or indirectly based on, or arising or resulting <br />from the actual or alleged presence of Hazardous Materials on the Property other than <br />arising from the gross negligence, willful misconduct and /or illegal actions of any <br />Indemnitee. <br />15, OTHER AFFIRMATIVE COVENANTS <br />While any obligation of Developer under the City Loan Note or Deed of Trust <br />remain outstanding, the following provisions shall apply, except to the extent that <br />Executive Director otherwise consents in writing: <br />15.1 Existence. Developer's Managing General Partner shall maintain its <br />existence in good standing under the laws of the State of California, and <br />Developer shall provide documentation of such status annually to the City. <br />15.2 Protection of Lien. Developer shall maintain the lien of the City <br />Deed of Trust as a valid second priority deed of trust on the Property and take all <br />actions, and execute and deliver to City all documents, reasonably required by <br />City from time to time in connection therewith. <br />15.3 Notice of Certain Matters. Developer shall give notice to City, within ten <br />(10) days of Developer's learning thereof, of each of the following: <br />(a) any filed litigation or claim affecting or relating to the <br />Property and involving an amount in excess of $5,000; and any litigation or claim that <br />might subject Developer or any general partner to liability in excess of $5,000, whether <br />covered by insurance or not; <br />30 <br />25C -34 <br />