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reason of such compliance, (c) keep the Property free and clear of any environmental <br />claims or liens imposed pursuant to any environmental law, and (d) obtain and renew all <br />environmental permits required for ownership or use of the Property. <br />14.3 Presence of Hazardous Materials. Developer shall not, and shall not <br />permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous <br />Materials on the Property, or transport or permit the transportation of Hazardous <br />Materials to or from the Property except for de minimis quantities used at the Property in <br />compliance with all applicable environmental laws and required in connection with the <br />routine operation and maintenance of the Property. <br />14.4 Notice of Environmental Matters. Developer shall immediately advise <br />City in writing, upon Developer's learning thereof of any of the following: (a) any <br />pending or threatened environmental claim against Developer or the Property, (b) any <br />condition or occurrence that (i) results in noncompliance with any applicable <br />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 <br />Property under any environmental Law, or (iii) could reasonably be anticipated to form <br />the basis of an environmental claim against the 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 "Indemnitees ") 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 Indemnitees 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 />1.5. OTHER AFFIRMATIVE COVENANTS <br />While any obligation of Developer under the City/HOME Loan Note or Deed of <br />Trust 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 />29 <br />