80A - JT PH VISTA DEL RIO HOUSING

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compliance, (c) keep the Property free and clear of any environmental claims or liens imposed pursuant to any environmental law, and (d) obtain and renew all environmental permits required for ownership or use of the Property. 14.3 Presence of Hazardous Materials. Vista Del Rio shall not, and shall not permit anyone else to, generate, use, treat, store, handle, release, or dispose of Hazardous Materials on the Property, or transport or permit the transportation of Hazardous Materials to or from the Property except for de minimis quantities used at the Property in compliance with all applicable environmental laws and required in connection with the routine operation and maintenance of the Property. 14.4 Notice of Environmental Matters. Vista Del Rio shall immediately advise City in writing of any of the following: (a) any pending or threatened environmental claim against Vista Del Rio or the Property, (b) any condition or occurrence that (i) results in noncompliance with any applicable environmental law, (ii) could reasonably be anticipated to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability of the Property under any environmental Law, or (iii) could reasonably be anticipated to form the basis of an environmental claim against the Property or Vista Del Rio. 14.5 Environmental Indemnification by the Vista Del Rio. Vista Del Rio agrees to defend, indemnify and hold harmless the City and their respective officers, directors, employees and agents (collectively the "lndemnitees ") fro" 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 kind or nature whatsoever that may at any time be incurred by, imposed on, or asserted against the lndemnitees directly or indirectly based on, or arising or resulting from the actual or alleged presence of Hazardous Materials on the Property. 15. OTHER AFFIRMATIVE COVENANTS While any obligation of Vista Del Rio under the City Loan Notes or Deeds of Trust remain outstanding, the following provisions shall apply, except to the extent that Executive Director otherwise consents in writing: 15.1 Existence. Vista Del Rio's managing general partner shall maintain its existence in good standing under the laws of the State of California, and Vista Del Rio shall provide documentation of such status annually to the City. 15.2 Protection of Lien. Vista Del Rio shall maintain the lien of the City Deed(s) of Trust as a valid second and third 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 therewith. 15.3 Notice of Certain Matters. Vista Del Rio shall give notice to City, within ten (10) days of Vista Del Rio's learning thereof, of each of the following: 29 80A-105