TABLE OF APPENDICES

1. CHECKLIST OF CONTRACT PROVISIONS FOR TYPICAL LAND TRANSACTION
2. CHECKLIST OF OPTIONAL CLAUSES FOR COMPLICATED TRANSACTION
3. "BASIC" CONDITIONS FOR OFFER
4. "INTERMEDIATE" CONDITIONS FOR OFFER TO PURCHASE PREMISES WITH KNOWN CONTAMINATION
5. CHECKLIST FOR INDEMNIFICATION CLAUSES
6. "BASIC" INDEMNIFICATION CLAUSE FOR PURCHASE AND SALE AGREEMENT
7. "INTERMEDIATE" INDEMNIFICATION AGREEMENT FOR EXECUTION AS A SEPARATE CONTRACT
8. "ADVANCED" INDEMNIFICATION AGREEMENT
9. WARRANTIES AND REPRESENTATIONS FOR LEAKING UNDERGROUND TANK CLEANUP
10. LEASE PROVISIONS ON HAZARDOUS MATERIALS
    
    

APPENDIX 1

CHECKLIST OF CONTRACT PROVISIONS
FOR TYPICAL LAND TRANSACTION

1. Right to enter and inspect.
2. Right to information and reports.
3. Right to remediate/obligation to remediate.
4. Obligation to notify of release/threat of release.
5. Option agreement with site assessment contingency.
6. Warranties and representations re: conditions of property.
7. Sale of property "as is".
8. Allocation of liability/responsibility.
9. Basic indemnification/comprehensive indemnification.
10. Obligations to assess and clean up contamination.
11. Escrow agreement for deposit/purchase monies/deed.
12. Special provisions for landlords/tenants.
13. Special provisions for asbestos/PCBs/radon/LUST/lead paint/UFFI.
    
    

APPENDIX 2

CHECKLIST OF OPTIONAL CLAUSES
FOR COMPLICATED TRANSACTION

1. Obligations and indemnification for cleanup required by other federal, state, or local agencies (or private parties) beyond EPA.
2. Obligations indemnification with respect to cleanup beyond oil or hazardous materials.
3. Obligations indemnification for cleanup beyond applicable government cleanup standards.
4. Obligations and indemnification with respect to diminution in value of the premises (not just cleanup costs).
5. Obligations and indemnification with respect to future government requirements.
6. Obligations and indemnification of the seller by the buyer for newly discovered contamination.
7. Right of the buyer to conduct independent testing and evaluation of contamination.
8. Obligations of the parties to cooperate in studies and cleanup.
9. Resolution of disputes (negotiation/mediation/arbitration).
10. Rights of the parties to terminate agreement.
11. Communication among the parties and cooperation in insurance claims and litigation against the Real Responsible Parties.
12. Assignment of rights to other parties.
13. Restrictions to be incorporated in the deed so that rights and duties run with the land and bind successors in interest.
    
    

APPENDIX 3

"BASIC" CONDITIONS FOR OFFER

This offer is conditional on the following terms relative to any releases or threats of releases of oil or hazardous materials at, in, on, under, or near the premises:

1. A site assessment by a qualified environmental engineering, science, or consulting firm selected in the sole discretion of the Buyer, at the sole cost of the Buyer;
2. Access to the premises afforded to Buyer and its designated employees, agents and consultants for conducting said site assessment;
3. Delivery by Seller to Buyer of copies of any and all site assessments or other documents in Seller's possession regarding said oil or hazardous materials in a timely manner prior to completion of said site assessment;
4. Permission by the Seller to perform inspections and testing, whether intrusive or otherwise, on the premises for purposes of said site assessment;
5. Completion of said site assessment to the satisfaction of the Buyer by _______ ;
6. Said site assessment reporting results which are deemed favorable in the sole discretion of the Buyer; and
7. Agreement by Seller to indemnify and hold harmless the Buyer, and its successors and assigns, and all of Buyer's employees, agents, and consultants, from and against all liabilities, claims, losses, damages, or injuries, by whomever asserted, and in any way suffered, incurred, or paid as a result of any release of oil or hazardous material on or from the premises, or the conduct of said site assessment, whether caused by any action or inaction of the Seller. This indemnity and hold harmless agreement shall survive the lapse of this offer by its expiration, by execution of the Purchase and Sale Agreement, by delivery of the Deed, from Seller to Buyer, or otherwise.
   
   

APPENDIX 4

"INTERMEDIATE" CONDITIONS FOR OFFER TO PURCHASE PREMISES WITH KNOWN CONTAMINATION

1. Definitions. The terms "Property" or "Premises" as used in this Offer, are hereby further defined for the purposes of this Addendum to include all structures, fixtures, pipes, underground storage tanks, transformers, soil, groundwater, and surface water at, in, on, under, or near the Premises as otherwise defined in this Offer.
   
   Oil or Hazardous Material (OHM) refers to any petroleum product, substance, waste, or material determined by any federal, state or local governmental authority to be capable of posing a risk of injury to health, safety, the environment, or property, including, but not limited to, all products, substances, wastes, and materials as defined by the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) as amended by the Superfund Amendments and Reauthorization Act (SARA); the Resource Conservation and Recovery Act (RCRA); the Clean Water Act as amended; the Clean Air Act as amended; the Toxic Substance and Control Act (TSCA); the Occupational Safety and Health Act (OSHA); the Emergency Planning and Community Right To Know Act (EPCRA); and similar state laws and regulations thereunder including, but not limited to, [list laws].
2. Presence of OHM. Buyer and Seller acknowledge that a release or threat of release of oil or hazardous materials has occurred at, in, on, under, or near the Premises.
3. State Notification. Seller has submitted to the [state agency] several documents prepared by environmental engineers, scientists, or consultants, dated __________, __________, and __________. These documents formally notify [agency] that there has been evidence of a release or threat of release of oil or hazardous material on the Premises.
4. Response Actions. Seller has conducted Response Actions on the Premises pursuant to [state law], which Response Actions are the subject of documents dated _________, _________, __________, and ____________.
5. Investigation by Buyer. Buyer may, at its sole option and expense, undertake a site assessment to determine the nature and extent of any oil or hazardous materials concerning the Premises. Said site assessment shall be completed prior to [date]. Throughout the period of time for this site assessment, Buyer and its designated employees, agents, and consultants shall have a right of access to the Premises during mutually agreed-upon hours to perform said site assessment. Buyer shall request Seller's prior written approval of the time, manner, and extent of any investigative work requiring access to the Premises, and Seller shall not unreasonably withhold said approval. The time for performing said site assessment shall be extended by the amount of time of any extension of this Offer.
6. Scope of Site Assessment. The site assessment by the Buyer shall be performed by environmental engineers, scientists, or consultants selected by the Buyer in its sole discretion, and shall include, but shall not be limited to, all conditions, characteristics, history, and documents concerning the premises, and may include, in the sole discretion of the Buyer, engineering or geological tests, physical inspections, intrusive testing, document reviews, interviews, or other evaluation as deemed necessary by the Buyer to determine the nature and extent of any oil or hazardous materials. Seller may, in its sole discretion, elect to observe and monitor any site assessment activities undertaken by the Buyer, its employees, agents, or consultants and may, at the expense of the Seller, take split or duplicate samples of any soil, water, groundwater, or other materials sampled by the Buyer.
7. Delivery of documents to Buyer. Seller shall provide to Buyer copies of all site assessments, documents, submittals to government agencies, field data, field reports, laboratory analyses, laboratory reports, and all other information in possession of the Buyer as the date of this Offer no later than [date]. Copies of additional documents shall be provided to Seller within two days of coming into possession of the Seller.
8. Delivery of Site Assessment to Seller. Buyer shall provide/ not provide to Seller a copy of its site assessment upon completion in final form. Said site assessment shall be/ shall not be kept confidential by the Buyer.
9. Buyer's Right to Terminate Purchase. In the event that the site assessment conducted by the Buyer reveals the presence of oil or hazardous material in a nature or extent deemed unfavorable, in the sole discretion of the Buyer, or if the Buyer is not satisfied with the site assessment, its results, or the recommendations of its engineers, scientists, or consultants in any respect, in the sole discretion of the Buyer, the Buyer may so notify the Seller no later than [date] and thereupon Buyer shall have the right to terminate this Offer and the Purchase of the Premises by written notice to the Seller effective immediately.
10. Seller's Opportunity for Additional Investigation. Within ________ days of receipt of a copy of the site assessment conducted by the Buyer, or within _______ days of receipt of the Buyer's written notice of termination, whichever comes first, Seller may request, in its sole discretion, that an independent consultant review the site assessment at the sole cost of the Seller. Said consultant review shall consist of such further investigative and analytical work as Seller wishes, provided that it is completed within _____ days and a copy is provided to the Buyer within ____ days. If Seller elects to have said consultant review, termination of this Option and the Purchase by the Buyer shall not take effect until _____ days following the Buyer's written notice of termination if any.
11. Ownership of Documents. Any site assessments, documents, submittals, data, reports, analyses, or any other information shall be the property of the party paying therefor, but those which are the property of the Seller prior to Closing shall become the property of the Buyer after the Closing.
12. Indemnification. Seller agrees to indemnify and hold harmless the Buyer, and its successors and assigns, and all of Buyer's engineers, scientists, and consultants, from and against all liabilities, claims, losses, damages, or injuries, by whomever asserted, and in any way suffered, incurred, or paid as a result of any release or threat of release of oil or hazardous material on or from the premises, or the conduct of any site assessment, whether caused by any action or inaction of the Seller. This indemnity and hold harmless agreement shall survive the lapse of this Offer by termination, by execution of a Purchase and Sale Agreement, by delivery of the Deed, from Seller to Buyer or otherwise.
    
    

APPENDIX 5

CHECKLIST FOR INDEMNIFICATION CLAUSES²

Consider:

1. the scope of the indemnity, i.e., indemnity against liability and/or payment, or, preferably, both;
2. the duty to defend and bear defense costs;
3. the indemnitee's right to conduct its own defense with counsel of its choice at the expense of the indemnitor;
4. the indemnitee's right to approve the indemnitor's choice of counsel;
5. the allocation of costs for investigation prior to assuming the defense of a claim;
6. whether the indemnitee or the indemnitor will have the right to compromise or settle any claims, and the approval rights of the other party;
7. indemnitee's right to attorneys' fees and other costs incurred in enforcing the indemnity;
8. whether the indemnity includes or excludes protection against the indemnitee's negligence, active or passive;
9. whether notice to the indemnitor is required for recovery; and
10. the indemnitee's duty to mitigate or act reasonably.

APPENDIX 6

"BASIC" INDEMNIFICATION CLAUSE
FOR PURCHASE AND SALE AGREEMENT

Seller agrees to indemnify and hold harmless the Buyer, and its successors and assigns, and all of Buyer's employees, agents, and consultants, from and against all liabilities, claims, losses, damages, or injuries, by whomever asserted, and in any way suffered, incurred, or paid as a result of any release of oil or hazardous material on or from the premises regardless whether caused by any action or inaction of the Seller. This indemnity and hold harmless agreement shall survive the delivery of the Deed from Seller to Buyer.

APPENDIX 7

"INTERMEDIATE" INDEMNIFICATION AGREEMENT
FOR EXECUTION AS A SEPARATE CONTRACT

This agreement, dated this ___ day of _________ is entered into by and between (Indemnitor), of , and (Indemnitee), of _____________.

The Indemnitor and Indemnitee heretofore have entered into a Purchase and Sale Agreement, pursuant to which Indemnitor has agreed to sell to the Indemnitee and it has agreed to buy from Indemnitor the real property described on Exhibit A attached hereto and made part hereof (Property). Indemnitor has advised the Indemnitee that there presently exists on the Property certain oil and hazardous materials. The Indemnitee acknowledges having received certain reports described on Exhibit B attached hereto and made part hereof, regarding the existing conditions of oil and hazardous materials on the Property.

In regard to such existing conditions, the Indemnitee has advised Indemnitor that it will not accept conveyance of the Property unless Indemnitor is willing to indemnify it on the terms and conditions set forth herein.

In consideration of the purchase of the Property, Indemnitor is willing to provide indemnification to the Indemnitee with respect to the oil and hazardous materials identified in the reports on Exhibit B. It is the intent that the Indemnitor, and not the Indemnitee, shall bear all and any costs and liability associated with the oil and hazardous materials, including without limitation the investigation, analyses and any required remediation in accordance with [federal and state laws], and this Indemnification Agreement shall be liberally construed to such end.

The obligations of the Indemnitor in this Agreement shall survive the closing of the transaction contemplated and delivery of the Deed from Seller to Buyer in the Purchase & Sale Agreement. The obligations shall terminate on _________ or on the date the [sate agency] determines that no further is required, or on the date a consultant retained by the Indemnitee determines in writing that no further action is warranted, whichever occurs first.

Indemnitor hereby agrees to indemnify, hold harmless and defend the Indemnitee and its successors and assigns, and all of its employees, agents, and consultants, from and against any and all costs, losses, expenses, damages, claims, liens, encumbrances, obligations, actions, and causes of action of any kind whatsoever, including without limitation, attorneys' and other professional expenses and fees, suffered or incurred by, or asserted against the Indemnitee, which arise from or relate to, in whole or in part, the oil or hazardous materials or Indemnitor's failure to perform under this Agreement. Indemnitor agrees that the Indemnitee shall not suffer any costs or have any liability by contribution or otherwise, in whole or in part, on account of the oil and hazardous materials, except to the extent caused by the intentional or negligent action of the Indemnitee.

As used herein, the term oil and hazardous materials shall mean any petroleum product, hazardous or toxic substance, waste, or material present on the Property or emanating therefrom on or before the date of this Agreement (or hereafter in the case of hazardous materials on the Property on or before the date hereof and thereafter emanating from the Property) and defined generally as such in the federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), the Superfund Amendments and Reauthorization Act (SARA), and regulations of the U.S. Environmental Protection Agency (EPA), and in [state laws] and regulations of the [state agency], unless indemnitor establishes that such product, substance, waste, or material (a) is not identified in the reports described on Exhibit B or (b) emanated onto the Property from a source located on other property.

In the event that investigation, analyses, or remediation is required, Indemnitor shall make all reasonable efforts to avoid any interruption of the use of the Property by the Indemnitee and, if such interruption is not so avoidable, Indemnitor shall make all reasonable efforts to minimize such interruption. Indemnitor shall provide the Indemnitee from time to time with copies of all notices, orders, communications, and the like that Indemnitor may receive from the [agency] or from other persons, and any response thereto by Indemnitor together with copies of all reports and filings which Indemnitor makes to DEP, or other person. Indemnitor agrees not to enter into any settlement, consent order, decree, or other agreement with the [agency] or other persons without obtaining the prior written consent of the Indemnitee. The Indemnitee shall provide Indemnitor with access to the Property to the extent reasonably necessary to perform the obligations of Indemnitor hereunder, including access to any electric or other utility connections, and the Indemnitee shall not unreasonably interfere with Indemnitor in connection with the performance by Indemnitor hereunder. The Indemnitee shall provide the Indemnitor with copies of all notices, orders, communications, and the like that they may receive from the [agency] other persons, and any responses to such notices by the Indemnitee, together with copies of all reports or filings which they may make to the [agency], or other person. They agree not to enter into any settlement, consent order, decree, or other agreement with the [agency] or other person without obtaining the prior written consent of the Indemnitor.

To the extent allowed by law, Indemnitor shall retain the exclusive right to negotiate with, and to fulfill any requirement or claim made by, the [agency], or other person, related to the presence of oil or hazardous materials acknowledged on the property by this Agreement, including the right to settle or contest such requirement or claim.

In witness whereof, the parties hereto have executed this instrument under seal as of the date first set forth above.

_____________________ _____________________

_____________________ ______________________

_____________________________

State of ____________________

County of ___________________

On this __ day of _____, personally appeared the above named ________________, an individual, and acknowledged the foregoing to be his free act and deed.

APPENDIX 8

"ADVANCED" INDEMNIFICATION AGREEMENT

1. PARTIES

This Agreement dated this ____ day of ________, is entered into by and between _________________________ ("Indemnitor") and _______________________ on its behalf and on behalf of its mortgages and all of its respective successors and assigns owning an interest in the Property from time to time, or holding any interest in the Property as mortgagee or Tenant, including without limitation any and all partners, partners of partners, affiliated entities, officers (including municipal officials), directors, shareholders, employees and agents of any of the foregoing from time to time (collectively, "Indemnitees").

2. RECITALS

2.1 Indemnitor has heretofore entered into an Option Agreement (the "Option Agreement") with _______ pursuant to which Indemnitor has agreed to sell to ____ and ____ has agreed to buy from Indemnitor certain real property described on Exhibit A attached hereto and made a part hereof (the "Property").

2.2 Indemnitor has advised _____ that there presently exist on the Property certain Hazardous Materials. _____ acknowledges having received certain reports described on Exhibit B attached and a part hereof regarding the condition of Hazardous Materials on the Property.

2.3 In regard to such existing condition, _____ has advised Indemnitor that neither _____ nor its nominee(s) will accept conveyance of the Property unless Indemnitor is willing to indemnify each and all of the Indemnitees on the terms and conditions more fully set forth herein.

2.4 As used herein, the term "Hazardous Materials" shall mean any hazardous or toxic substance, waste or material present on the Property on or before the date hereof and thereafter emanating from the Property) and defined generally as such in any federal, state or local statute, law, ordinance, code, rule, regulation, order or decree now in effect unless Indemnitor establishes that such substance, waste or material (i) is not identified on the reports described on Exhibit B attached and (ii) emanated onto the Property from a source located on other property. Such term shall include but not be limited to substances defined as "hazardous substances", "toxic substances", "hazardous materials", "oil", or the like in the Comprehensive Environmental Response, compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq.; the Superfund Amendments and Reauthorization Act of 1986, Pub. L. 99-499 and 99-563; the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Federal Clean Water Act, 33 U.S.C. Section 466 et seq.; the Safe Drinking Water Act, 14 U.S.C. Section 1401-50; the Federal Clean Air Act, as amended, 42 U.S.C. Section 1857 et seq. or [state law list]; but such term shall not include asbestos.

2.5 In consideration of the purchase of the Property, Indemnitor is willing to provide indemnification to the Indemnitees and each of them with respect to the Hazardous Materials subject to and upon the terms, covenants and conditions set forth herein.

2.6 It is the intent that Indemnitor, and not the Indemnitees, shall bear all costs and liability associated with the Hazardous Materials, including without limitation their assessment and remediation in accordance with applicable law, and this indemnification Agreement shall be liberally construed to such end.

3. INDEMNIFICATION

3.1 Indemnitor hereby agrees to indemnify, hold harmless, and defend Indemnitees and each of them from and against any and all losses, liabilities, damages, claims, liens, encumbrances, obligations, actions, causes of action, costs, and expenses of any kind whatsoever, including without limitation attorneys' and other professional expenses and fees, suffered or incurred by, or asserted against Indemnitees, which arise from or relate to in whole or in part the Hazardous Materials or Indemnitor's failure to perform this Agreement. Indemnitor agrees that no Indemnitee shall suffer any costs and have any liability, by contribution or otherwise, in whole or in part on account of the Hazardous Materials except to the extent caused by the intentional or negligent action of such Indemnitee. Without limiting the generality of the foregoing, Indemnitor's obligation under this indemnification Agreement to indemnify, defend and hold Indemnitees harmless shall extend to any cost or damage to the Property or to any other property or resource, including without limitation ____ property owned by the _____ or the _____ and public and private water sources and supplies, as a result of the Hazardous Materials. Notwithstanding the foregoing, nothing in this Paragraph 3.1 shall be construed to increase or otherwise alter Indemnitor's obligations set forth in Paragraph 3.2 hereof with respect to assessment, containment, protection, treatment, disposal and/or removal of Hazardous Materials and clean-up of the Property.

3.2 Indemnitor hereby expressly covenants, for the benefit of all Indemnitees, diligently to take all actions, from and after the date hereof, as may be necessary or appropriate with regard to assessment, containment, protection, treatment, disposal and/or removal of the Hazardous Materials on and clean-up of the Property and /or other property to which the Hazardous Materials have emanated, including taking all actions as are required by applicable law or any governmental agencies, all of which shall be undertaken and performed by Indemnitor at the sole cost and expense of Indemnitor and in compliance with all applicable laws and regulations. Nothing in the foregoing sentence shall require Indemnitor to take any further action with respect to any given Indemnitor to take any further action with respect to any given Hazardous Material as long as a determination has been made by the applicable governmental agencies that such Hazardous Material has been properly remediated to within any site-specific quantity or concentration required by such agency and that no further remedial action is required with respect to such Hazardous Material. Indemnitor shall make all reasonable efforts to avoid any interruption of the use of the Property by Indemnitees and, if such interruption is not so avoidable, Indemnitor shall make all reasonable efforts to minimize such interruption. Indemnitor shall provide each Indemnitee from time to time holding a fee interest in the Property with copies of all notices, order, communications and the like that Indemnitor may receive from any regulatory agency involved in the regulation or control of Hazardous Materials on the Property and any responses to such notices by Indemnitor to such regulatory agencies, together with copies of all reports and filings which Indemnitor makes to any such agency.

3.3 As a condition to the obligations of Indemnitor hereunder, Indemnitees shall provide Indemnitor with access tot he Property to the extent reasonably necessary to perform the obligations of Indemnitor hereunder, including access to any electric or other utility connections required therefor, and shall not unreasonably interfere with Indemnitor in connection with the performance by Indemnitor of its duties and obligations hereunder. Except in the case of emergency, Indemnitor shall provide Indemnitees with reasonable prior notice of its entry onto the Property. Each Indemnitee shall also provide Indemnitor with copies of all notices that such Indemnitee receives from any regulatory agency involved in the regulation or control of Hazardous Materials on the Property if such notices appear not to have been sent also to indemnitor.

3.4 As security for the obligations of Indemnitor hereunder, Indemnitor agrees, upon payment of at least $_____________ of the Purchase Price (as defined in the Option Agreement) in cash, at Indemnitor's election, either (i) to deliver to an escrow agent (mutually chosen and reasonably satisfactory to the parties) an irrevocable standby letter of credit, in form and issued by a bank reasonably satisfactory to the parties, or (ii) to establish a cash escrow account with the escrow agent, in form and at a bank reasonably satisfactory to the parties, (collectively, "Collateral") in the amount of $___________, which Collateral shall provide that it may be drawn by _____ in the manner hereafter provided in 3.4.1 upon ____ certification that Indemnitor has not performed it obligations hereunder and the cost to reasonably cure such default. _____ shall have the right to draw upon such Collateral in accordance with 3.4.1 in an amount equal to such cost. Except as provided below, any interest earned on the cash escrow account shall remain in the account. indemnitor shall be entitled to draw upon the cash escrow account (or correspondingly to reduce the letter of credit upon renewal) in the amount of (a) any interest earned on the cash escrow account or (b) its reasonable, third-party expenses in effecting its direct remediation obligations on the Property hereunder, provided that Indemnitor delivers to _____ a statement of its third-party environmental consultant that the funds remaining after such withdrawal are sufficient in its reasonable judgement to complete Indemnitor's remediation obligations hereunder. (With respect to draws for Indemnitor's expenses, Indemnitor shall also deliver to _____ copies of invoices or other reasonable evidence of such remediation expenses.) Except as provided in the next to the last sentence of this paragraph, however, Indemnitor may not reduce the remaining balance below $____________. If Indemnitor delivers to the escrow agent a letter of credit, Indemnitor shall cause such letter of credit to be renewed annually at least thirty (30) days prior to it then expiration date (and ____ may draw such letter of credit in full if it is not so renewed). Indemnitor shall be entitled to the return of any security provided under this paragraph upon the termination of its remediation obligations as provided for in Section 3.2 of this Agreement. _____ may assign its rights under this paragraph to any single Indemnitee hereunder (either for itself or as representative of two or more Indemnitees) and such rights may be similarly re-assigned by such Indemnitee.

3.4.1 (a) If _____ believes that it is entitled to draw upon the letter of credit or the cash escrow account, it shall make written demand therefor upon the escrow agent. The escrow agent shall promptly give the Indemnitor written notice of such demand, including a copy of such demand. The Indemnitor shall have the right to object to such draw or reduction by giving the escrow agent written notice of such objection at any time within ten (10) business days after receipt of escrow agent's notice under this Section, but not thereafter. such objection notice shall set forth the basis for objection. upon receipt of such objection notice, the escrow agent shall promptly give notice of such objection, including a copy thereof to ____ . If the escrow agent does not receive any objection notice in accordance with this Section, the escrow agent shall promptly pay the draw.

(b) If the escrow agent shall have received a notice of objection provided for above, the escrow agent shall continue to hold the objected to amount (drawing such amount from the letter of credit and holding such amount as a cash escrow account if the Collateral is a letter of credit) until (i) the escrow agent receives written notice from both Indemnitor and ____ directing the disposition of the objected to amount, or (ii) litigation arises between Indemnitor and ____, in which event the escrow agent may deposit the objected to amount with the Court in which such litigation is pending, or (iii) the escrow agent takes such affirmative steps as the escrow agent elects in order to terminate the escrow agent's duties, including, but not limited to, deposit of the objected to amount in Court in an action for interpleader.

3.5 If Indemnitor shall fail to properly initiate and diligently perform any of its obligations under Section 3.2 above, then any indemnitee may at its election, but without the obligation to do so, if such failure continues more than thirty (30) days after notice to Indemnitor, or sooner, if required by law, cure such failure. any amounts paid as a result thereof, together with interest thereon at the [state] judgement rate per annum (currently 12%) commencing from the tenth (10th) day after demand for payment, shall be immediately due and payable by Indemnitor to such Indemnitee.

4. PROCEDURE

4.1 In the event that any Indemnitee shall have any claim for which indemnification is available under this Agreement ("Claim"), the Indemnified Party shall give notice to Indemnitor of such Claim with reasonable promptness ("Notice"). The Notice shall set forth, in reasonable detail, all facts and information then known to the Indemnitee which form the basis for the Claim. The failure to give the Notice shall in no case prejudice the rights of any Indemnitee under this Agreement unless Indemnitor shall be prejudiced by such failure, and then only to the extent the indemnitor shall be prejudiced by such failure. Nothing herein shall be deemed to prevent the giving from time to time of additional or further Notices, including such as may expand the nature or scope of an existing Claim, identify an additional Claim or identify additional Indemnitees.

4.2 After receipt of a Notice, Indemnitor shall promptly take all such actions as are necessary or appropriate to defend and save harmless the indemnitees from and against a Claim, including, but not limited to, the engagement of legal counsel for the purpose of defending against the Claim. The Indemnitees shall have the reasonable right of approval with respect to any legal counsel selected to defend a Claim.

4.3 No Indemnitee shall settle or compromise any Claim without the written approval of Indemnitor, which approval shall not be unreasonably withheld or delayed, provided that Indemnitees shall have the right to settle or compromise any Claims with regard to which no Indemnitee seeks indemnification or defense hereunder so long as no Indemnitee admits any liability with regard to such settlement or compromise. An Indemnitee may, if it so elects, engage its own separate counsel to advise it in connection with any Claim, but the expense of such separate counsel shall be borne solely by such Indemnitee, unless otherwise provided herein.

4.4 In the event that any Claim shall result in a final judgement or award against an Indemnitee (including a settlement or consent decree receiving final judicial approval), Indemnitor shall be liable to pay the full amount of such judgement or award immediately upon becoming final (i.e. not subject to further appeal or judicial or administrative review and/or rehearing).

4.5 The fact that Indemnitees may have received reports described in Exhibit B or will hereafter receive and review copies of reports, assessments, filings and the like describing the Hazardous Materials shall not relieve Indemnitor from the liability and indemnification obligations to the Indemnitees to which Indemnitor is subject pursuant to the provisions of this Agreement.

5. MISCELLANEOUS PROVISIONS.

5.1 This Agreement shall be binding upon and inure to the benefit of the Indemnitees and their respective heirs, estates, personal representatives, successors, and assigns. Indemnitor acknowledges that the Indemnitees, as intended beneficiaries including third party beneficiaries, have acquired or will acquire interests in the Property in reliance on the covenants and indemnities in this Agreement. All of the covenants and indemnities in this Agreement shall survive the transfer of any or all right, title and interest in and to the Property by Indemnitor or any Indemnitee; and any Indemnitee may enforce the terms of this Agreement as a third party beneficiary even if not a signatory hereto. _____, on behalf of the Indemnitees, acknowledges that the provisions with respect to Hazardous Materials contained herein apply to substances, wastes and materials present on the Property on or before the date hereof and thereafter emanating from the Property) and each Indemnitee, by acceptance of the rights and benefits hereof, agrees to comply with the federal, state, and local laws and regulations described in Section 2.4 with respect to any hazardous or toxic substance, waste or material placed by such Indemnitee on the Property after the date hereof.

5.2 This Agreement is made in, and shall be governed, enforced and construed as a contract under seal made under the laws of the [state], excluding the laws regarding conflicts of laws.

5.3 This Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof, and shall supersede and replace all prior understandings and agreements, whether verbal or in writing with respect to the subject matter hereof. The parties confirm and acknowledge that there are no other promises, covenants, understandings, agreements, representations, or warranties with respect to the subject matter of this Agreement except as expressly set forth herein.

5.4 This Agreement may not be modified, terminated, or amended in any respect, except pursuant to an instrument in writing duly executed by Indemnitor and the Indemnitee affected thereby (it being agreed that no other Indemnitee shall be so affected).

5.5 In the event that the Indemnitor or any Indemnitee shall bring any legal action or other proceeding with respect to the breach, interpretation, or enforcement of this Agreement, or with respect to any dispute relating to any transaction covered by this Agreement, the losing party or parties in such action or proceeding shall reimburse the prevailing party or parties therein for all reasonable costs of litigation, including reasonable attorneys' fees, including matters on appeal.

5.6 All captions and heading herein are for convenience and ease of reference only, and shall not be used or referred to in any way in connection with the interpretation or enforcement of this Agreement.

5.7 In the event that any provision of this Agreement shall be adjudicated to be void, illegal, invalid, or unenforceable, the remaining terms and provisions of this Agreement shall not be affected thereby, and each of such remaining terms and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

5.8 No delay or omission by Indemnitor or any Indemnitee in exercising any right or power hereunder shall impair any such right or power or be construed to be a waiver thereof, unless this Agreement specifies a time limit for the exercise of such right or power or unless such waiver is set forth in a written instrument duly executed by the person granting such waiver. A waiver by any person of any of the covenants, conditions, or agreements hereof to be performed by any other party shall not be construed as a waiver of any succeeding breach of the same or any other covenants, agreements, restrictions or conditions hereof; any such waiver by one Indemnitee shall not be construed as a waiver by any other Indemnitee.

5.9 The parties agree to execute any further documents, and to take any further actions, as may be reasonable and appropriate in order to carry out the purposes and intent of this Agreement.

5.10 All notices, demands or other communications required or permitted to be given in connection with this Agreement, or the transactions contemplated hereby, shall be in writing, and shall be deemed delivered when personally delivered to a party (by personal delivery to an officer or authorized representative of a corporate party) or, if mailed, three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed to the parties as follows:

If to Indemnitor:

With a copy to:

If to any Indemnitee: then to any address any Indemnitee from time to time notifies Indemnitor (and in the case of ______ with a copy in the case of _____________).

Any person may change its address for notice by written notice given in accordance with the foregoing provisions. Each Indemnitee who gives notice of an address to Indemnitor agrees also to notify Indemnitor at such time as it no longer has any interest in the Property.

5.11 As used herein, the masculine, feminine or neuter gender, and the singular and plural numbers, shall each be deemed to include the others, whenever and wherever the context so indicates.

5.12 This Agreement may be executed in one or more counter part copies, and each of which so executed, irrespective of the date of execution and delivery, shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

5.13 Indemnitor shall continue to be subject to and bound by all of the terms of this Agreement, for the benefit of all Indemnitees, notwithstanding any determination that the Hazardous Materials identified to date have been fully and properly remediated or that no further remedial actions are required with respect to the Hazardous Materials identified to date.

5.14 All rights and remedies of the Indemnitees hereunder shall be cumulative and may be exercised singularly or concurrently by any or all of them. Indemnitor agrees that any of the terms, covenants and provisions contained in any deed, partnership agreement, lease, note, mortgage, and any other instrument affecting the Property may be altered, extended, modified, waived, released, or cancelled, all without any consent of Indemnitor or any effect on Indemnitor's obligations hereunder. The failure of any Indemnitee to insist upon strict compliance with any of the terms of this Agreement shall not be considered to be a waiver of any such terms, nor shall it prevent any Indemnitee from insisting upon strict compliance with this Agreement at any time thereafter. Indemnitor's obligations hereunder are primary and direct, and shall not be reduced or otherwise affected by the liability of any other person now or hereafter obligated with respect to the Hazardous Materials, including any Indemnitee. A separate action or actions may be brought and prosecuted against Indemnitor hereunder, whether or not action is brought against any other person and whether or not any person is joined in such action or actions.

5.15 Indemnitor acknowledges and agrees that it may be impossible to measure accurately the damages to the Indemnitees resulting from a breach of Indemnitor's covenants under this Agreement, that such a breach will cause irreparable injury to the Indemnitees, and that the Indemnitees may not have an adequate remedy at law in respect of such breach. Therefore, all covenants shall be specifically enforceable against Indemnitor, and Indemnitor hereby waives, and agrees not to assert, any defense against an action for specific performance of such covenants. This clause shall not prejudice the Indemnitees' rights to assert any and all claims for damages incurred as a result of Indemnitor's breach hereof or for other equitable relief.

5.16 Indemnitor consents to the exercise of personal jurisdiction over Indemnitor by any federal or state court in the [state] and consents to the laying of venue in any jurisdiction or locality in the [state]. Service of process may be effected by any means permitted by the court in which any action is filed, or, at any Indemnitee's option, by mailing process, postage prepaid, by certified mail, return receipt requested, to Indemnitor at the foregoing address.

IN WITNESS WHEREOF, the parties hereto have executed this instrument under seal as of the date first set forth hereinabove.

CORPORATION,__________________
Indemnitor for itself and all Indemnitees

By:_____________________ By:_____________________

Its:____________________ Its:____________________

APPENDIX 9

WARRANTIES AND REPRESENTATIONS FOR LEAKING UNDERGROUND TANK CLEANUP

Seller Warrants Disclosure and Remedial Actions

The Premises have been used for the storage of petroleum products or derivatives, and Seller hereby advises Buyer that (1) discharge of such products into the soil and groundwater may have occurred from time-to-time in the past, and (2) soil and groundwater may have petroleum and its constituents or residuals therein. Buyer and Seller acknowledge that Seller has notified the [agency] that there is evidence of a release or threat of release of oil or hazardous materials, as those terms are used in [state law] on the premises. The Seller warrants that Seller has completed the following Remedial Actions ("Remedial Actions"):

(a) The removal of all surface and sub-surface structures, including without limitation, tanks, pipes, and conduits, including those which have been abandoned;

(b) The removal of all soil with petroleum hydrocarbons in excess of _____ ppm from the Premises;

(c) The commencement of pumping and treatment of groundwater on the premises; and

(d) Submittal to the [agency] of the necessary written reports to satisfy requirements of the [agency, laws] and regulations thereunder.

Seller Warrants Compliance and Assumes Cleanup Costs

All of the Remedial Actions above were done and shall be continued and completed in accordance with applicable governmental requirements. All of the Remedial Actions were done and shall be continued and completed under the supervision of an environmental engineering or environmental consulting firm experienced and qualified in such Remedial Actions and applicable governmental regulations. All of the Remedial Actions did and shall comply with the current regulations and policies of the [agency] under [state law]. All Remedial Actions which have not been completed by the time of the transfer of the Deed of the Premises to the Buyer shall be completed within a reasonable period of time thereafter, by the Seller, at the expense of the Seller. In any event, the Remedial Actions shall be completed by the Seller no later than __________ after the delivery of the Deed.

If, after the delivery of the Deed, the [agency] requires additional Remedial Actions (the "Additional Actions") beyond the implementation of the Remedial Actions, Seller, at its own cost and expense, shall cause such Additional Actions to be implemented within a reasonable time, in any event within any time frame required by the [agency] for such Additional Actions. The Buyer shall cooperate with the Seller in implementing any Additional Actions, including granting the Seller, its agents, employees, and independent contractors reasonable access to the Premises for the purpose of implementing the required Remedial Actions and Additional Actions.

APPENDIX 10

LEASE PROVISIONS ON HAZARDOUS MATERIALS

(TENANT'S PERSPECTIVE)

Landlord hereby agrees to defend, indemnify and hold Tenant harmless from and against any and all liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgements of any nature arising out of or in connection with the existence, release or threatened release of oil or other petroleum products, hazardous materials, hazardous waste or hazardous or toxic substances, including, without limitation, asbestos, all as defined by applicable law and regulation (collectively, "Hazardous Materials") in, to, around, or on the Premises and the property where the Premises are located (the "Property"), unless such Hazardous Materials are released by Tenant, its agents or contractors. Without limiting the foregoing, in the event that any such Hazardous Materials are determined to be located on the Premises and/or Property, Landlord shall, at Landlord's sole cost, promptly remove the same from the Premises and/or the Property in a manner complying with all applicable laws and regulations and the provisions of this Lease. The provisions of this Article shall survive termination or expiration of this Lease.

(LANDLORD'S PERSPECTIVE)

Tenant hereby represents and warrants that no health hazards, oil or other petroleum products, (except fuel and lubricating oils), hazardous materials, hazardous wastes, or hazardous or toxic substances are or shall be associated with its use of the Premises, all as defined by applicable law and regulation (collectively, "Hazardous Materials"). In the event of any breach of this provision, Tenant agrees to defend, indemnify and hold harmless Landlord, its agents, employees, successors and assigns, from and against any and all liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), causes of action, suits, claims, demands or judgements of any nature arising out of or in connection with (1) the presence of any Hazardous Materials on or in the Premises, or the release or threatened release of any Hazardous Materials therefrom or from any property of Tenant located on or in the building; (2) any failure by Tenant to comply with the terms of any order issued by any federal, state or municipal department or agency having regulatory authority over environmental matters, with regard to the Premises; and (3) any lien or claim relating to Hazardous Materials. The provisions of this Article shall survive termination or expiration of the Lease.

∗ Mr. McGregor is the founding partner of the Boston environmental law firm, McGregor & Legere, P.C. The lawyers in the firm handle all aspects of environmental law, land use, real estate, and related litigation. This includes the legal aspects of hazardous waste management, transport, disposal and cleanup, Superfund claims and defense, release reporting obligations, private party and successor obligations, negligence and breach of contract suits, insurance and indemnification claims, alternative dispute resolution, site assessments, real estate transactions, environmental audits, and corporate executive liability. The firm was created in 1975 and is a founding member of the national Environmental Law Network.

¹ Information on NPL sites can be obtained from: WWW.EPA.GOV/superfund/oerr/siteinfo/index.htm

² S.M. Reid & A.S. Hilleary, Indemnification and Contribution for Environmental Liability, 6 The ACREL Papers 63, 67 (1994).