Common use of ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX Clause in Contracts

ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX. (a) The Company agrees to indemnify and hold harmless from time to time the Trustee (in its individual corporate capacity and in its capacity as Trustee), each holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, trustees, officers, counsel, employees, agents, successors and assigns of each of the foregoing Persons (the "INDEMNIFIED PARTIES") from and against any and all losses, claims, cost recovery actions, administrative orders or proceedings, damages and liabilities to which any such Indemnified Party may become subject in connection with this Indenture, the Notes or any other Operative Document (1) under any Environmental Law applicable to the Company or any of its Subsidiaries or any of their respective properties, including without limitation the treatment or disposal of Hazardous Substances on any of their respective properties, (2) as a result of the breach or non-compliance by the Company or any of its Subsidiaries with any Environmental Law applicable to the Company or any of its Subsidiaries and (3) due to past ownership by the Company or any of its Subsidiaries or any of their respective properties or past activity on any of their respective properties which, though lawful and fully permissible at the time, could result in present liability, (4) the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (5) any other environmental, health or safety condition; PROVIDED, HOWEVER, that the foregoing indemnification shall not apply to any actions or omissions to act by any Indemnified Party constituting gross negligence or willful misconduct. The provisions of this Section 15.13(a) shall survive termination of this Indenture by payment in full of all of the Notes issued hereunder and shall survive the transfer of any Note or Notes issued hereunder. (b) Without limiting the provisions of clause (a) of this Section 15.13, the Company and its successors and assigns hereby waive, release and covenant not to bring against any of the Indemnified Parties any demand, claim, cost recovery action or lawsuit they may now or hereafter have or accrue in connection with this Indenture, the Notes or any other Operative Document arising from: (1) any Environmental Law now or hereafter enacted applicable to the Company or any of its Subsidiaries, (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (3) the breach or non-compliance by the Company with any Environmental Law or environmental covenant applicable to the Company or any of its Subsidiaries; PROVIDED, HOWEVER, that the foregoing waiver, release and covenants shall not be applicable to any actions or failures to act of any of the Indemnified Parties constituting gross negligence or willful misconduct.

ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX. (a) The Company agrees to indemnify and hold harmless from time to time Prudential, the Trustee (in its individual corporate capacity Purchasers and in its capacity as Trustee), each other holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, trustees, officers, counsel, employees, agents, successors counsel and assigns employees of each of the foregoing Persons (the "INDEMNIFIED PARTIES"“Indemnified Parties”) from and against any and all losses, claims, cost recovery actions, administrative orders or proceedings, damages and liabilities to which any such Indemnified Party may become subject in connection with this Indenture, the Notes or any other Operative Document (1) under any Environmental Law applicable to the Company or any of its Subsidiaries or any of their respective properties, including without limitation the treatment or disposal of Hazardous Substances on any of their respective properties, (2) as a result of the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any property owned or operated by the Company or any Subsidiary, (3) as a result of the breach of or non-compliance by the Company or any of its Subsidiaries with any Environmental Law applicable to the Company or any of its Subsidiaries and (3) due to past ownership by the Company or any of its Subsidiaries or any of their respective properties or past activity on any of their respective properties which, though lawful and fully permissible at the time, could result in present liabilitySubsidiaries, (4) the presence, use, release, storage, treatment as a result of any actual or disposal alleged presence or release of Hazardous Substances on or at from any of the properties property owned or operated by the Company or any of its Subsidiaries, or any Environmental Liability related in any way to the Company or any of its Subsidiaries, and (5) as a result of any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other environmental, health or safety condition; PROVIDED, HOWEVER, that the foregoing indemnification shall not apply to any actions or omissions to act by theory and regardless of whether any Indemnified Party constituting gross negligence is a party thereto, or willful misconductin any other way relating to or arising out of this Agreement, the Notes, or any other Transaction Document or any action taken or omitted by it under this Agreement, the Notes, or any other Transaction Document, except to the extent the acts or omissions of such Indemnified Party, its successors and assigns are the sole and direct cause of the circumstances giving rise to such demand, claim, cost recovery action or lawsuit. The provisions of this Section 15.13(a§9.7(a) shall survive termination of this Indenture Agreement by payment in full of all of the Notes issued hereunder and shall survive the transfer of any Note or Notes issued hereunder. (b) Without limiting the provisions of clause (a) of this Section 15.13§9.7(a), the Company and its successors and assigns hereby waive, release and covenant not to bring against any of the Indemnified Parties any demand, claim, cost recovery action or lawsuit they may now or hereafter have or accrue in connection with this Indenture, the Notes or any other Operative Document arising from: from (1) any Environmental Law now or hereafter enacted (including those applicable to the Company or any of its Subsidiaries), (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (3) the breach of or non-compliance by the Company with any Environmental Law or environmental covenant applicable to the Company or any of its Subsidiaries; PROVIDED, HOWEVERexcept to the extent the acts or omissions of such Indemnified Party, that its successors and assigns are the sole and direct cause of the circumstances giving rise to such demand, claim, cost recovery action or lawsuit. The foregoing waiver, release and covenants provisions of this §9.7 shall not be applicable restrict the Company’s ability to enforce its right to recover damages pursuant to any actions or failures to act policy of insurance providing coverage for environmental matters underwritten by any holder of the Indemnified Parties constituting gross negligence or willful misconductNotes in its capacity as an insurance company.

ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX. (a) The Company agrees to indemnify and hold harmless from time to time the Trustee (in its individual corporate capacity Purchasers and in its capacity as Trustee), each other holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, trustees, officers, counsel, employees, agents, successors counsel and assigns employees of each of the foregoing Persons (the "INDEMNIFIED PARTIES") from and against any and all losses, claims, cost recovery actions, administrative orders or proceedings, damages, personal injuries, property damages and liabilities to which any such Indemnified Party may become subject in connection with this Indenture, the Notes or any other Operative Document (1) under any Environmental Law applicable to to, and arising out of the ownership or operation by the Company or any of its Subsidiaries or any Subsidiaries, of their respective properties, including without limitation the treatment or disposal of Hazardous Substances on any of their respective properties, (21) as a result of the breach breach, violation or non-compliance by the Company or any of its Subsidiaries with any Environmental Law applicable to the Company or any of its Subsidiaries and Subsidiaries, (32) due to past ownership by the Company or any of its Subsidiaries or any of their respective properties or past activity on any of their respective properties which, though lawful and fully permissible at the time, could result in present liability, (43) as a result of the presence, use, release, storage, treatment release or disposal of Hazardous Substances on or at any of the properties owned or operated Materials by the Company or any of its Subsidiaries, or at any of their respective properties, or (54) in connection with any other environmental, health or safety condition; PROVIDED, HOWEVER, that condition at any property of the foregoing indemnification shall not apply to any actions Company or omissions to act by any Indemnified Party constituting gross negligence or willful misconductits Subsidiaries. The provisions of this Section 15.13(a) 22.7 shall survive termination of this Indenture Agreement by payment in full of all of the Notes issued hereunder and shall survive the transfer of any Note or Notes issued hereunder. (b) Without limiting the provisions of clause (a) of this Section 15.1322.7, the Company and its successors and assigns hereby waive, release and covenant not to bring against any of the Indemnified Parties any demand, claim, cost recovery action or lawsuit they may now or hereafter have or which may hereafter accrue in connection with this Indenture, the Notes or any other Operative Document arising from: from (1) any Environmental Law now or hereafter enacted applicable to to, and arising out of the ownership or operations of, the Company or any of its Subsidiaries, (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances Materials on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (3) the breach breach, violation or non-compliance by the Company or any of its Subsidiaries with any Environmental Law or environmental covenant applicable to to, and arising out of the ownership or operations of, the Company or any of its Subsidiaries; PROVIDED, HOWEVERor (4) any environmental, that health or safety condition at any property of the foregoing waiver, release and covenants shall not be applicable to any actions Company or failures to act of any of its Subsidiaries. The execution hereof by you shall constitute a contract between us for the Indemnified Parties uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting gross negligence an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ ALLSTATE LIFE INSURANCE COMPANY By --------------------------------- Name XXXXXXXX X. XXXXXX By --------------------------------- Name XXXXXX X. XXXXX Authorized Signatories The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ BANKERS SECURITY LIFE INSURANCE SOCIETY By --------------------------------- Its Assistant Treasurer By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ CM LIFE INSURANCE COMPANY By --------------------------------- Its Senior Investment Officer The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ CONNECTICUT MUTUAL LIFE INSURANCE COMPANY By --------------------------------- Its Senior Investment Officer The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ GENERAL AMERICAN LIFE INSURANCE COMPANY By --------------------------------- Its XXXXXXX X. XXXXXXXXXX PRESIDENT, GAIMCO The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ GWL PROPERTIES, INC. By --------------------------------- Its Authorized Signatory By --------------------------------- Its Secretary The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ JEFFERSON PILOT LIFE INSURANCE COMPANY By --------------------------------- Its Second Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ THE LINCOLN NATIONAL LIFE INSURANCE COMPANY By: Lincoln Investment Management, Inc., Its Attorney-In-Fact By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ LINCOLN NATIONAL REINSURANCE (BARBADOS) LIMITED By: Lincoln Investment Management, Inc., Its Attorney-In-Fact By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ LONDON LIFE INTERNATIONAL REINSURANCE CORPORATION By: Lincoln Investment Management, Inc., Its Attorney-In-Fact By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY By --------------------------------- Its The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ NEW ENGLAND MUTUAL LIFE INSURANCE COMPANY By --------------------------------- Its XXXX X. XXXXXXX VICE PRESIDENT The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of August 25, 1995. --------- NORTHERN LIFE INSURANCE COMPANY By --------------------------------- Its Assistant Treasurer The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ NORTHWESTERN NATIONAL LIFE INSURANCE COMPANY By --------------------------------- Its Authorized Representative The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ OXFORD LIFE INSURANCE COMPANY By: Lincoln Investment Management, Inc., Its Attorney-In-Fact By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ PACIFIC MUTUAL LIFE INSURANCE COMPANY By --------------------------------- Xxxxx X. Xxxxx Assistant Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY By --------------------------------- Its The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its Accepted as of Aug 25, 1995. ------ PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ SECURITY-CONNECTICUT LIFE INSURANCE COMPANY By: Lincoln Investment Management, Inc., Its Attorney-In-Fact By --------------------------------- Its Vice President The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Agreement may be executed in any number of counterparts, each executed counterpart constituting an original but all together only one agreement. UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- Its President and Secretary Accepted as of Aug 25, 1995. ------ THE TRAVELERS INSURANCE COMPANY By --------------------------------- XXXXX X. XXXXXXXXXX Its 2nd Vice President INFORMATION RELATING TO PURCHASERS NAME AND ADDRESS OF PURCHASER PRINCIPAL AMOUNT OF NOTES TO BE PURCHASED ALLSTATE LIFE INSURANCE COMPANY $5,000,000 Private Placements Department $4,000,000 0000 Xxxxxxx Xxxx, Ste. J2A $1,000,000 Xxxxxxxxxx, Xxxxxxxx 00000 Attention: Private Placements Department Telephone Number: (000) 000-0000 Telecopier Number: (000) 000-0000 Payments All payments on or willful misconduct.in respect of the Notes to be made by Fedwire transfer of immediately available funds (identifying each payment with name of Issuer, the Private Placement Number preceded by "DPP" and the payment as principal, interest or premium) in the exact format as follows: BBK = Xxxxxx Trust and Savings Bank ABA #000000000] BNF = Allstate Life Insurance Company Account #000-000-0 ORG = United Asset Management Corporation OBI = DPP - 909420 A*2 --- Payment Due Date (MM/DD/YY) --- P ______ (enter "P" and the amount of principal being remitted, for example, P5000000.00) --- I ______ (enter "I" and the amount of interest being remitted, for example, I225000.00) SCHEDULE A (to Note Purchase Agreement)

ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX. (a) The Company agrees to indemnify and hold harmless from time to time the Trustee (in its individual corporate capacity Purchasers and in its capacity as Trustee), each other holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, trustees, officers, counsel, employees, agents, successors counsel and assigns employees of each of the foregoing Persons (the "INDEMNIFIED PARTIESIndemnified Parties") from and against any and all losses, claims, cost recovery actions, administrative orders or proceedings, damages and liabilities to which any such Indemnified Party may become subject in connection with this Indenture, the Notes or any other Operative Document (1) under any Environmental Law applicable to the Company or any of its Subsidiaries or any of their respective properties, including without limitation (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any of their respective propertiesproperty owned or operated by the Company or any Subsidiary, (23) as a result of the breach of or non-compliance by the Company or any of its Subsidiaries with any Environmental Law applicable to the Company or any of its Subsidiaries and (34) due to past ownership by the Company or any of its Subsidiaries or any of their respective properties or past activity on any of their respective properties which, though lawful and fully permissible at the time, could result in present liability, (4) except to the presenceextent the acts or omissions of such Indemnified Party, use, release, storage, treatment or disposal of Hazardous Substances on or at any its successors and assigns are the sole and direct cause of the properties owned circumstances giving rise to such demand, claim, cost recovery action or operated by the Company or any of its Subsidiaries, or (5) any other environmental, health or safety condition; PROVIDED, HOWEVER, that the foregoing indemnification shall not apply to any actions or omissions to act by any Indemnified Party constituting gross negligence or willful misconductlawsuit. The provisions of this Section 15.13(aSECTION 9.7(a) shall survive termination of this Indenture Agreement by payment in full of all of the Notes issued hereunder and shall survive the transfer of any Note or Notes issued hereunder. (b) Without limiting the provisions of clause (a) of this Section 15.13SECTION 9.7(a), the Company and its successors and assigns hereby waive, release and covenant not to bring against any of the Indemnified Parties any demand, claim, cost recovery action or lawsuit they may now or hereafter have or accrue in connection with this Indenture, the Notes or any other Operative Document arising from: from (1) any Environmental Law now or hereafter enacted (including those applicable to the Company or any of its Subsidiaries), (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (3) the breach of or non-compliance by the Company with any Environmental Law or environmental covenant applicable to the Company or any of its Subsidiaries; PROVIDED, HOWEVERexcept to the extent the acts or omissions of such Indemnified Party, that its successors and assigns are the sole and direct cause of the circumstances giving rise to such demand, claim, cost recovery action or lawsuit. The foregoing waiver, release and covenants provisions of this SECTION 9.7 shall not be applicable restrict the Company's ability to enforce its right to recover damages pursuant to any actions or failures to act policy of insurance providing coverage for environmental matters underwritten by any holder of the Indemnified Parties constituting gross negligence or willful misconductNotes in its capacity as an insurance company.

ENVIRONMENTAL INDEMNITY AND COVENANT NOT TO XXX. (a) The Company agrees to indemnify and hold harmless from time to time the Trustee (in its individual corporate capacity Purchasers and in its capacity as Trustee), each other holder of the Notes, each Person claiming by, through, under or on account of any of the foregoing and the respective directors, trustees, officers, counsel, employees, agents, successors counsel and assigns employees of each of the foregoing Persons (the "INDEMNIFIED PARTIES") from and against any and all losses, claims, cost recovery actions, administrative orders or proceedings, damages, personal injuries, property damages and liabilities to which any such Indemnified Party may become subject in connection with this Indenture, the Notes or any other Operative Document (1) under any Environmental Law applicable to to, and arising out of the ownership or operation by the Company or any of its Subsidiaries or any Subsidiaries, of their respective properties, including without limitation the treatment or disposal of Hazardous Substances on any of their respective properties, (21) as a result of the breach breach, violation or non-compliance by the Company or any of its Subsidiaries with any Environmental Law applicable to the Company or any of its Subsidiaries and Subsidiaries, (32) due to past ownership by the Company or any of its Subsidiaries or any of their respective properties or past activity on any of their respective properties which, though lawful and fully permissible at the time, could result in present liability, (43) as a result of the presence, use, release, storage, treatment release or disposal of Hazardous Substances on or at any of the properties owned or operated Materials by the Company or any of its Subsidiaries, or at any of their respective properties, or (54) in connection with any other environmental, health or safety condition; PROVIDED, HOWEVER, that condition at any property of the foregoing indemnification shall not apply to any actions Company or omissions to act by any Indemnified Party constituting gross negligence or willful misconductits Subsidiaries. The provisions of this Section 15.13(a) 22.7 shall survive termination of this Indenture Agreement by payment in full of all of the Notes issued hereunder and shall survive the transfer of any Note or Notes issued hereunder. (b) Without limiting the provisions of clause (a) of this Section 15.1322.7, the Company and its successors and assigns hereby waive, release and covenant not to bring against any of the Indemnified Parties any demand, claim, cost recovery action or lawsuit they may now or hereafter have or which may hereafter accrue in connection with this Indenture, the Notes or any other Operative Document arising from: from (1) any Environmental Law now or hereafter enacted applicable to to, and arising out of the ownership or operations of, the Company or any of its Subsidiaries, (2) the presence, use, release, storage, treatment or disposal of Hazardous Substances Materials on or at any of the properties owned or operated by the Company or any of its Subsidiaries, or (3) the breach breach, violation or non-compliance by the Company or any of its Subsidiaries with any Environmental Law or environmental covenant applicable to to, and arising out of the ownership or operations of, the Company or any of its Subsidiaries; PROVIDED, HOWEVERor (4) any environmental, that health or safety condition at any property of the Company or any of its Subsidiaries. If you are in agreement with the foregoing, please sign the form of agreement on the accompanying counterpart of this Agreement and return it to the Company, whereupon the foregoing waivershall become a binding agreement between you and the Company. Very truly yours, release and covenants shall not be applicable UNITED ASSET MANAGEMENT CORPORATION By --------------------------------- [Title] The foregoing is hereby agreed to any actions or failures to act of any as of the Indemnified Parties constituting gross negligence or willful misconduct.date thereof. [VARIATION] INFORMATION RELATING TO PURCHASERS [Distributed Separately] SCHEDULE A (to Note Purchase Agreement)