Acuity Specialty Products Group Inc.

agrees not to suspend or propose Respondents for Debarment based on the fac ts recited hereinand any criminal conviction or civil judgment resulting there from.G3. Finalirv of AgreementAcuity hereby waives all further notice and opportunity for hearing to which it mayotherwise be entitled to proceed according to the terms of the Agreement.G4. Breach of Agreement/ Survival of Cause for DebarmentThe Parties agree that any causes for debarment survive the execution of this Agreementand EPA may initiate suspension and/or debarment proceedings against Respondents on thesegrounds if there is a material breach of this Agreement. Any material breach of this Agreementmay also be regarded as an independent cause for suspension or debannent; the Parties agree thatrepeated violations of non-material provisions of this Agreement may cumulatively become amaterial breach of this Agreement. EPA may, upon evidence that Respondents have committeda material breach of the Agreement, suspend or propose Respondents for debarment. EPA w11lpromptly notify Respondents in wnting of the suspension or proposed debarment. Respondentswill have the right to contest the suspension or proposed debannent according to the proceduresset forth in 2 C.P.R. § 180.720 and 180.815 Jri 2 C.F.R. § 1532.10.G5. Release of liabtlityBy executton of thrs Agreement, Acuity releases and shall hold hannless the Uni tedStates, its mstrumentalities, agents, and employees, in their official and personal capacities, ofany and all liability or claims arising out of or otherwise related to the negotiations lending tothts Agreement and all matters contained herein.-24-