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hearing, action or other procceding by or before any governmental agency in connection with any
<br /> Hazardous Substance Activity occurring or allegedly occurring prior to a Foreclosure Transfer or
<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 deed notice or restriction on the property subject to this Agreement; or(vi)any claim, demand or
<br /> cause of action, or any action or other proceeciing, 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 whether or not any suit or proceeding is actually filed.
<br /> "Repayment Transfer" means the repayment of any portion of the obligations of the
<br /> Developer with 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 /> Agreement; (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 state): :, has '
<br /> any Hazardous Substance Activity otherwise occurred in violation of any applicable Environmental Laws;
<br /> (c) except for�f none, so state): , no investigations, inquiries, orders, hearings,
<br /> actions or other proceedings by or before any goveriunental agency are pending or, to the best knowledge of
<br /> the Developer, after due inquiry and investigation, threatened in connection with any Hazardous Substance
<br /> Activity or alleged Hazardous Substance Activity; (d)the use of the property subject to this Agreement for
<br /> its intende� purpose is not expected to result in any Hazardous Substance Activity in violation of any
<br /> applicable Environmental Laws; (e) except for�if none, so state): , no
<br /> notice of any order, directive, complaint or other communication, written or oral, has been made or issued
<br /> by any goverrunental agency nor has the Developer received a written notice from any other third party
<br /> alleging the occurrence of any Hazardous Substance Activity in violation of any applicable Environmental
<br /> Laws or demanding payment or contribution for environmental damage or injury to the Development Area;
<br /> and(fl except for(if none, so state): �.s'��� ,underground storage tanks or
<br /> underground Hazardous Substance deposits are or were located on the Development Area, except to the
<br /> extent that any of the foregoing which were located on the property are in process of being removed,
<br /> remediated or taken out of service in accordance with all applicable Environmental Laws.
<br /> 3) Covenants of the Developer. The Developer sha11 at a11 times it controls a11 or any part
<br /> of the Development Area: (a) keep and maintain the Development Area in compliance with, and shall not
<br /> cause or permit such property to be in violation of, any Environmental Laws; (b) not engage in or
<br /> othervvise permit the occurrence of any Hazardous Substance Activity on the Development Area etccept in
<br /> compliance with all applicable Environmental Laws; (c) imme�iiately advise the Municipality in writing of
<br /> (i) any and all enforcement, cleanup, removal, mitigation or other governmental or regulatory acts
<br /> instituted, contemplated or threatened pursuant to any Environxnental 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 referre� to as
<br /> "Hazardous Materials Claims"), (iii)the Developer's discovery of any occurrence or condition on any real
<br /> property adjouung or in the vicinity of the Development Area that could cause such property or any part
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