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. . B� � � 88PG3q8
<br /> a Repayment Transfer; (iv) any loss of value of the property subject to this Agreement directly or
<br /> indirectly arising as a result of any Hazardous Substance Activity occurring or allegedly occurring
<br /> prior to a Foreclosure Transfer or a Repayment Transfer; (v) the imposition or recording of a lien
<br /> or dced notice or restriction on the property subject to this Agre�ment; or(vi) any claim, demand or
<br /> cause of action, or any action or other proceeding, whether meritorious or not, brought or asserted
<br /> against the Municipality, which directly or indirectly relates to, arises from or is based on any of
<br /> the matters described in clauses (i), (ii), (iii), (iv) or (v) above, or any allegation of any such
<br /> matters,and whetheror not any suit or proceedingis actually filed.
<br /> "Repayment Transfer" means the repayment of any portion of the obligations of the
<br /> Developerwith respect to this Agreement.
<br /> (2) Representations and Warranties of the Developer. The Developer represents and
<br /> warrants to the Municipality that: (a) the Developer will be in compliance with all applicable
<br /> Environmental Laws relating to the Development Area and the use of the property subject to this
<br /> Agrcement; (b) except in compliance with all applicable Environmental Laws, the Developer has not
<br /> engaged in any Hazardous Substance Activity on such property, nor to the best lrnowledge of the
<br /> Developer, after due inquiry and investigation, except for (if none, so statel: :, has any Hazardous
<br /> Substance Activity otherwise occurred in violation of any applicable Environmental Laws; (c) except for�if
<br /> none, so state): , no investigations, inquiries, orders, hearings, actions or other proceedings by or before any
<br /> governmental agency are pending or, to the best lrnowledge of the Developer, after due inquiry and
<br /> investigation, threatened in connection with any Hazardous Substance Activity or alleged Hazardous
<br /> Substance Activity; (d) the use of the property subject to this Agreement for its intended purpose is not
<br /> expected to result in any Hazardous Substance Activity in violation of any applicable Environmental Laws;
<br /> (e) except for (if none, so state): , no notice of any order, directive, complaint or other communication,
<br /> written or oral, has been made or issued by any governmental agency nor has the Developer received a
<br /> written notice from any other third party alleging the occurrence of any Hazardous Substance Activity in
<br /> violation of any applicable Environmental Laws or demanding payment or contribution for environmental
<br /> dama.ge or injury to the Development Area; and (fj except for (if none, so state): , underground storage
<br /> tanks or underground Hazardous Substance deposits are or were located on the Development Area, except
<br /> to the extent that any of the foregoing which were located on the property are in process of being removed,
<br /> remediatedor taken out of service inaccordance with all applicable EnvironmentalLaws.
<br /> 3) Covenants of the Develo�er. The Developer shall at all times it controls all or any part
<br /> of the Development Area: (a) keep and maintain the Development Area in compliance with, and shall not
<br /> cause or pezmit such property to be in violation of, any Environmental Laws; (b) not engage in or
<br /> otherwise permit the occurrence of any Hazardous Substance Activity on the Development Area except in
<br /> compliance with all applicable Environmental Laws; (c) immediately advise the Municipality in writing of
<br /> (i) any and all enforcement, cleanup, removal, mitigation or other goveminental or regulatory acts
<br /> instituted, contemplated or threatened pursuant to any Environmental Laws affecting the Development
<br /> Area, (ii) all claims made or threatened by any third party against the Developer or such property relating
<br /> to the damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous
<br /> Substance Activity (the matters set forth in clauses (i) and (ii) above hereinafter being referred to as
<br /> "Hazardous Materials Claims"), (ni) the Developer's discovery of any occurrence or condition on any real
<br /> property adjoining or in the vicinity of the Development Area that could cause such property or any part
<br /> thereof to be the subject of a claim or cause of action under any Environmental Laws, or the Developer's
<br /> receipt of any notice in connection with the foregoing, and(iv) the Developer's discovery of any occurrence
<br /> or condition on the property subject to this Agreement or any real property adjoining or in the vicinity of
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