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restrictions on the ownership, occupancy, use or transferability of the Property under any
<br />environmental Law, or (iii) could reasonably be anticipated to form the basis of an environmental
<br />claim against the Property or Developer.
<br />1405. Developer Environmental Indemnity. Developer acknowledges that Developer
<br />located the Property and performed due diligence regarding the condition of the Property prior to
<br />acquiring the Property, to Developer's satisfaction and without assistance from the City or Agency.
<br />Developer hereby agrees that at Developer's expense, defend (using counsel satisfactory to Agency
<br />and City), indemnify, assume all responsibility for, and save and hold the Indemnitees harmless from
<br />and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty,
<br />punitive damage, or expense (including, without limitation, attorney's fees), resulting from, arising
<br />out of, or based upon (i) the release, use, generation, discharge, storage or disposal of any Hazardous
<br />Materials in violation of Environmental Laws during the period of the Developer's ownership of the
<br />Property, on, under, in or about, or the transportation of any such Hazardous Materials to or from, the
<br />Property by Developer or any of Developer Parties during the period of the Developer's ownership of
<br />the applicable Property, or (ii) the violation, or alleged violation of any Environmental Laws relating
<br />to the use, generation, release, discharge, storage, disposal or transportation of Hazardous Materials
<br />on, under, in or about, to or from, the Property during the period of the Developer's ownership of the
<br />Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, cost
<br />or expense arising from or out of any claim, action, suit, or proceeding for personal injury (including
<br />sickness, disease or death), tangible or intangible property damage, compensation for lost wages,
<br />business income, profits or other economic loss, damage to the natural resource or the environment,
<br />nuisance, contamination, leak, spill, release or other adverse effect on the environment.
<br />1500. OTHER AFFIRMATIVE COVENANTS
<br />While any obligation of Developer under the Promissory Notes or Deeds of Trust remain
<br />outstanding, the following provisions shall apply, except to the extent that Executive Director
<br />otherwise consents in writing:
<br />1501. Existence. The sole member of Developer's managing general partner Orange
<br />Housing Development Corporation shall maintain its existence in good standing under the laws of
<br />the State of California, and its status as a CHDO under federal law and Developer shall provide
<br />documentation of such status annually to the Agency/City.
<br />1502. Protection of Lien. Developer shall maintain the lien of the Agency/City Deed(s) of
<br />Trust as a valid second and third priority deed of trust on the Property and take all actions, and
<br />execute and deliver to Agency/City all documents, reasonably required by Agency/City from time to
<br />time in connection therewith.
<br />1503. Notice of Certain Matters. Developer shall give notice to Agency/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 Property and
<br />involving an amount in excess of $5,000; and any litigation or claim that might subject Developer or
<br />any general partner to liability in excess of $5,000, whether covered by insurance or not;
<br />(b) any dispute between Developer and a Governmental Authority
<br />relating to the Property, the adverse determination of which might materially affect the Property;
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<br />25F-53
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