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<br />30 <br /> <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 /> <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 /> <br />14.4 Notice of Environmental Matters. Developer shall immediately advise <br />Agency 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 /> <br />14.5 Environmental Indemnification by the Developer. Developer agrees to <br />defend, indemnify and hold harmless the Agency and its 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 />resulting from the gross negligence or willful misconduct of any Indemnitee. <br /> <br />15. OTHER AFFIRMATIVE COVENANTS <br /> <br />While any obligation of Developer under the Agency Promissory Note or Agency <br />Deed of Trust remain outstanding, the following provisions shall apply, except to the <br />extent that City Project Manager otherwise consents in writing: <br /> <br />15.1 Existence. The sole member of Developer’s General Partner shall <br />maintain its existence in good standing under the laws of the State of California. <br /> <br />15.2 Protection of Lien. Developer shall maintain the lien of the Agency <br />Deed of Trust as a valid second priority deed of trust on the Property and take all actions, <br />and execute and deliver to Agency all documents, reasonably required by Agency from <br />time to time in connection therewith. <br /> <br />15.3 Notice of Certain Matters. Developer shall give notice to Agency, within <br />ten (10) Business Days of Developer's learning thereof, of each of the following: <br /> <br />EXHIBIT 3 <br />3-40