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indirectly relates to, arises from or is based on any of the matters described in clauses (i)„ <br /> (ii), (iii), (iv) or (v) above, or any allegation of any such matters, and whether or not any <br /> suit or proceeding is actually filed. <br /> "Repayment Transfer" means the repayment of any portion of the obligations of <br /> the Developer with respect to this Agreement. <br /> (b) 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 <br /> not engaged in any Hazardous Substance Activity on such property, nor to the best knowledge o <br /> the Developer, after due inquiry and investigation, has any Hazardous Substance Activity <br /> otherwise occurred in violation of any applicable Environmental Laws; (c) no investigations, <br /> inquiries, orders, hearings, actions or other proceedings by or before any governmental agency <br /> are pending or, to the best knowledge of the Developer, after due inquiry and investigation, <br /> 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 <br /> is not expected to result in any Hazardous Substance Activity in violation of any applicable <br /> Environmental Laws; and (e) no notice of any order, directive, complaint or other <br /> communication, written or oral, has been made or issued by any governmental agency nor has <br /> the Developer received a written notice from any other third party alleging the occurrence of any <br /> Hazardous Substance Activity in violation of any applicable Environmental Laws or demanding <br /> payment ar contribution for environmental damage or injury to the Development Area. , <br /> (c) Covenants of the Developer. The Developer shall at all times it controls all or any <br /> part of the Development Area: (a) keep and maintain the Development Area in compliance with, <br /> and shall not cause or permit such property to be in violation of, any Environmental Laws; (b) <br /> not engage in or otherwise permit the occurrence of any Hazardous Substance Activity on the <br /> Development Area except in compliance with all applicable Environmental Laws; (c) <br /> immediately advise the Municipality in writing of(i) any and all enforcement, cleanup, removal, <br /> mitigation or other governmental or regulatory acts instituted, contemplated or threatened <br /> pursuant to any Environmental Laws affecting the Development Area, (ii) all claims made or <br /> threatened by any third party against the Developer or such property relating to the damage, <br /> 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 <br /> as "Hazardous Materials Claims"), (iii) the Developer's discovery of any occurrence or <br /> condition on any real property adjoining or in the vicinity of the Development Area that could <br /> cause such property or any part thereof to be the subject of a claim or cause of action under any, <br /> Environmental Laws, or the Developer's receipt of any notice in connection with the foregoing, <br /> and (iv) the Developer's discovery of any occurrence or condition on the property subject to this <br /> Agreement or any real property adjoining ar in the vicinity of the Development Area and such <br /> property which could subject the Developer or such property to any restrictions on ownership, <br /> occupancy, transferability or use of such property under any Environmental Laws. <br /> 9 <br />