Common use of Environment, Health, and Safety Clause in Contracts

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (i) To the Knowledge of WTI and Cyclo, WTI and Cyclo (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has have complied with all Environmentalenvironmental, Healthhealth, and Safety Laws with respect safety laws where their failure to the Acquired Assetscomply would have a material adverse effect on WTI or Buyer, and (b) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand has been filed or commenced notice is pending against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to complycomply where the failure to so comply would have an adverse effect on WTI. Without limiting the generality of the preceding sentence, to the Knowledge of SellerWTI and Cyclo, Seller has WTI and Cyclo have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmentalenvironmental, Healthhealth, and Safety Lawssafety laws where the failure to so comply would have an adverse effect on WTI. Cyclo is not transferring any licenses or permits required by the environmental, health and safety laws that it has obtained in connection with the Polishing Operations to WTI in connection with or under this Agreement. (bii) To the Knowledge of SellerWTI and Cyclo, Seller WTI and 1245 Properties Cyclo (a) have no Liability liability related to the Polishing Operations which would have an adverse effect on WTI, (and Seller b) Cyclo has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could is likely to form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller WTI relating to the Polishing Operations giving rise to any material Liability) liability which would have an adverse effect on WTI for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmentalenvironmental, Healthhealth, and Safety Lawsafety law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of To the Seller Disclosure Schedule, to the best Knowledge of SellerSellers and the Acquired Companies, Seller except as disclosed in Disclosure Schedules 3.16(b), (d) and 1245 Properties has (e), the Acquired Companies have complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no Laws. No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of the Acquired Companies alleging any failure to so to comply. Without limiting the generality of the preceding sentence, the Acquired Companies, to the best Knowledge of SellerSellers and the Acquired Companies, Seller has have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which that are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which that are contained in, all Environmental, Health, and Safety Laws. (b) To Except as disclosed in Disclosure Schedule 3.16(b), none of the Acquired Companies, to the best of Knowledge of SellerSellers and the Acquired Companies, Seller and 1245 Properties have no has any Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawLaws for contamination of, damage to, or polluting any site, location, property, natural resources, the air, or any body of water (surface or subsurface), or for any illness of, or personal injury to, or death of, any employee or other individual related to the foregoing. (c) To the best Knowledge of SellerSellers and the Acquired Companies, all properties equipment and equipment personal property owned, leased or used in the Business Operations are and have been free ofof hydrocarbon contamination, asbestos, PCBs, dioxins, and any other hazardous, toxic, radioactive or dangerous substances, except for the liquefied natural gas and compressed natural gas the Acquired Companies produce, store and handle, and except for the fuel, lubricants, refrigerants and solvents that are currently free used in the ordinary course of reportable releases or spills business in conducting the Operations. The liquefied natural gas and compressed natural gas of Hazardous Substancesthe Acquired Companies, and the fuel, lubricants, refrigerants, and solvents used in its Operations, have all been stored, handled, transported, used and disposed of in accordance with all Environmental, Health, and Safety Laws and consistent with all standard industry practices. (d) To Except as disclosed on Disclosure Schedule 3.16(d), all real property the Acquired Companies own are, to the best Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health Sellers and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller Companies, free from contamination by any federal, statesubstance regulated under, or local Governmental Authority with respect to groundwaterdefined as or considered “hazardous” or “toxic” or “radioactive” or “contamination” or “pollution” under, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws, including but not limited to hydrocarbons, asbestos, PCBs, and dioxins. Sellers have provided AIDEA with true and complete copies of all environmental assessments, studies and reports that (1) Sellers and the Acquired Companies are aware exist, and (2) reference the real property any of the Acquired Companies owns, leases or uses. Although neither Sellers nor the Acquired Companies has conducted any environmental assessments regarding the leased real property used by the Acquired Companies, neither Sellers nor the Acquired Companies are aware of any environmental contamination on or under the portions of any leased or used real property where any of the Operations have been conducted. (e) Except as disclosed on Disclosure Schedule 3.16(e), no leak, spill, release, discharge or disposal of any substance regulated under, or defined as or considered

Environment, Health, and Safety. To Seller's Knowledge (a) Except except as described set forth in Section 3.23 2(q) of the Disclosure Schedule, which disclosure shall not affect the right of Buyer to inspect the environmental conditions described therein to its satisfaction): i. The Real Estate and all operations on the Real Estate are in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and the Seller has no Liability (and there is no Basis related to the past or present operations of the Seller Disclosure Scheduleor its predecessors for any present or future Liability) under any Environmental Law. The Seller has no Liability (and there is no Basis for any present or future charge, to the Knowledge of Sellercomplaint, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Properties, alleging for any failure so illness of or personal injury to complyany employee. ii. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, The Seller has obtained and at all times has been in compliance in all material respects respects, to its Knowledge, with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required for its operation of the Stations under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge Environmental Laws or law of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect or foreign government relating to groundwaterworker health and safety. iii. All properties and equipment used in the Stations and the Acquired Assets have been free of asbestos, soilPCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. No pollutant, contaminant, or air monitoring; the storagechemical, burialindustrial, release, transportationhazardous, or disposal toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any of Hazardous Substances; the Real Estate. No above ground or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities inever been located at, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety LawsReal Estate.

Environment, Health, and Safety. (a) Except as described Ibis and the Business have at all times materially complied with and are in Section 3.23 material compliance with all Environmental Laws, including, without limitation, all Licenses and other authorizations that are required pursuant to Environmental Laws for the ownership and occupation of the Seller Disclosure Scheduleassets used by Ibis and the operation of the Business. Neither Ibis nor Isis, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsBusiness is aware of or has reason to be aware of or has received any notice, and no actionrequest for information, suitreport, proceedingorder, hearingdirective, investigationcommunication or other information, chargewritten or oral, complaint, claimregarding any actual or alleged violation of Environmental Laws, or demand has been filed any Claims or commenced against Seller other liabilities or 1245 Propertiespotential liabilities (whether accrued, and no notice has been received by Seller absolute, contingent, unliquidated or 1245 Propertiesotherwise) arising under Environmental Laws, alleging any failure so to comply. Without limiting the generality of the preceding sentence, relating to the Knowledge of SellerBusiness, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permitsReal Property or Ibis, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or been resolved without liability to Ibis. Neither Ibis nor its Affiliates nor any of its legal predecessors has, in violation of Environmental Laws, treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of of, transported, handled, or Released, or exposed any Person to, any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or conditionMaterials, or owned or operated any property or facility in connection with (and no such property or facility including the Business in Real Property is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving such Hazardous Materials) so as to give rise to any material Liability) for current or future liability under Environmental Laws, including without limitation, any liability to investigate, remediate, cleanup, monitor or take any similar actions with respect to the environmental condition of any property (i) damage whether owned or non-owned), facility or treatment, storage or disposal facility. None of the following exists or to Isis’ or Ibis’ Knowledge, has ever existed at the Real Property: underground storage tanks, septic tanks, asbestos containing materials, polychlorinated biphenyls, lead-based paint, urea-formaldehyde, dumps, landfills, or waste disposal areas, sumps, pits, lagoons, surface impoundments or wetlands, or any contamination of any kind of the surface, subsurface, groundwater or surface water. Ibis has not assumed or become subject to, whether expressly or by operation of Law, any liabilities of any other Person arising under Environmental Laws or pursuant to any site, location, or body type of water (surface or subsurface) used in connection with agreement. The consummation of the transactions contemplated by this Agreement do not impose any obligation on the Business under any Environmental, Health and Safety Law, Environmental Law or (ii) for require notification to or consent of any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or third party pursuant to any Environmental Law. Ibis has provided to AMI copies of all material environmental Licenses, reports, audits, assessments, and investigations, and any other third party material environmental documents, relating to any environmental matter Ibis or environmental cleanup with respect the Business to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results extent the foregoing are in the possession, custody, or control of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties Isis or any other Person for whose conduct Seller of its Affiliates or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety LawsIbis.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on Schedule 3.24, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Buyer with correct and complete copies of all reports and studies within the possession or control of the Company or the Stockholders with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by the Company. (b) To Except as set forth on Schedule 3.24, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of SellerExcept as set forth on Schedule 3.24, all properties owned (previously or currently) or leased and equipment used in the Business business of the Company, and its predecessors and Affiliates, have been free ofof asbestos, PCB's, underground storage tanks, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. i. With respect to the operation of the Station, the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (aincluding rules and regulations thereunder) Except as described in Section 3.23 of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller Disclosure Scheduleor its predecessors for any present or future Liability) under any Environmental Law. The Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, to the Knowledge of Sellercomplaint, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Properties, alleging for any failure so illness of or personal injury to complyany employee. ii. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, The Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge Environmental Laws or law of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority or foreign government relating to worker health and safety. iii. All properties and equipment used in the Station and the Acquired Assets have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. The Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 any of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority Real Estate or any other third party relating to any environmental matter or environmental cleanup with respect to of the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied in all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have has no Liability (and Seller has not ever handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business business of Seller have been free ofof asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases other hazardous substances or spills of Hazardous Substanceswastes. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser Buyer to insure compliance with any Environmental, Health and Safety Law with respect to Law. To the Acquired Assets. There Knowledge of Seller, there is no pending audit known to Seller by any federal, state, or local Governmental Authority governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substanceshazardous substances or wastes by Seller; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the BusinessSeller. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement or arrangement with any foreign, federal, state, or local Governmental Authority governmental authority or any other third party relating to any such environmental matter or environmental cleanup with respect to the Acquired Assetscleanup. (e) Seller has delivered to Purchaser Buyer true and complete copies and results of any reports, studies, analyses, tests or monitoring monitorings possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances hazardous materials or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described disclosed in Section 3.23 2(q) of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with : i. With respect to the Acquired Assetsoperation of the Stations and the Real Estate, the Sellers is, and at all times in the past has been, in compliance in all Material respects with all then-effective Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and, to Seller's Knowledge, the Sellers has no Liability (and there is no Basis related to the past or present operations of the Sellers or its predecessors for any present or future Material Liability) under any Environmental Law. To Seller's Knowledge, the Sellers has no Liability (and there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Sellers giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Properties, alleging for any failure so illness of or personal injury to complyany employee. ii. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller The Sellers has obtained and at all times has been in compliance in all material Material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are is required under, and has Materially complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are is contained in, all EnvironmentalEnvironmental Laws or law of any federal, Healthstate, or local or foreign government relating to worker health and Safety Lawssafety. (b) iii. To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller's Knowledge, all properties and equipment used in the Business have Stations and the Acquired Assets has been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-transdichloroethylene, dioxins, dibenzofurans, and are currently free Extremely Hazardous Substances unless the presence of reportable releases such Materials is in conformity with Environmental Laws. Sellers has no Knowledge that any pollutant, contaminant, or spills chemical, industrial, hazardous, or toxic material or waste ever has been unlawfully buried, stored, spilled, leaked, discharged, emitted, or released on any of Hazardous Substances. (d) the Real Estate. To the Knowledge of Seller, following the Closing's Knowledge, no material capital expenditures shall be required by Purchaser above ground or underground storage tanks has ever been located at, on or under the Real Estate. The Sellers has delivered to insure the Buyers a Materially complete copy of all environmental claims, reports, studies, compliance with any Environmental, Health and Safety Law actions or the like of the Sellers or which is available to the Sellers with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority Real Estate or any other third party relating to any environmental matter or environmental cleanup with respect to of the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described a result of any actions of the Programmer under the Local Marketing Agreement: i. With respect to the operation of the Stations and the Real Estate, the Seller is, and at all times in Section 3.23 the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller Disclosure Scheduleor its predecessors for any present or future Liability) under any Environmental Law. The Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, to the Knowledge of Sellercomplaint, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Properties, alleging for any failure so illness of or personal injury to complyany employee. ii. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, The Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge Environmental Laws or law of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority or foreign government relating to worker health and safety. iii. All properties and equipment used in the Stations and the Acquired Assets during Seller's period of ownership or occupancy have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. To Seller's Knowledge, no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any of the Real Estate. To Seller's Knowledge, no above ground or underground storage tanks have ever been located at, on or under the Real Estate. The Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 any of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority Real Estate or any other third party relating to any environmental matter or environmental cleanup with respect to of the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedulei. To Seller's Knowledge, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assetsoperation of the Stations and the Real Estate, the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller or its predecessors for any present or future Liability) under any Environmental Law. The Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Propertiesfor any illness of or personal injury to any employee. ii. To Seller's Knowledge, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all EnvironmentalEnvironmental Laws or law of any federal, Healthstate, or local or foreign government relating to worker health and Safety Lawssafety. (b) iii. To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller's Knowledge, all properties and equipment used in the Business Stations and the Acquired Assets have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To . No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any of the Knowledge Real Estate. No above ground or underground storage tanks have ever been located at, on or under the Real Estate. The Seller has delivered to the Buyers a complete copy of Sellerall environmental claims, following reports, studies, compliance actions or the Closing, no material capital expenditures shall be required by Purchaser like of the Seller or which are available to insure compliance with any Environmental, Health and Safety Law the Seller with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority Real Estate or any other third party relating to any environmental matter or environmental cleanup with respect to of the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. To Seller's Knowledge (awithout independent investigation or inquiry outside the Ordinary Course of Business): i. With respect to the operation of the Station and the Real Estate, the Seller is, and at all times in the past has been, in compliance in all material respects with all Environmental Laws and all laws (including rules and regulations thereunder) Except as described in Section 3.23 of federal, state, and local governments (and all agencies thereof) concerning employee health and safety, and the Seller has no Liability (and to Seller's Knowledge there is no Basis related to the past or present operations of the Seller Disclosure Scheduleor its predecessors for any present or future Liability) under any Environmental Law. The Seller has no Liability (and to Seller's Knowledge there is no Basis for any present or future charge, to the Knowledge of Sellercomplaint, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed against the Seller giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or commenced against Seller any other law (or 1245 Propertiesrule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and no notice has been received by Seller safety, or 1245 Properties, alleging for any failure so illness of or personal injury to complyany employee. ii. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, The Seller has obtained and at all times has been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge Environmental Laws or law of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority or foreign government relating to worker health and safety. iii. All properties and equipment used in the Station and the Acquired Assets have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances. No pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any of the Real Estate. No above ground or underground storage tanks have ever been located at, on or under the Real Estate. The Seller has delivered to the Buyers a complete copy of all environmental claims, reports, studies, compliance actions or the like of the Seller or which are available to the Seller with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 any of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority Real Estate or any other third party relating to any environmental matter or environmental cleanup with respect to of the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. Except as set forth on Schedule 2.12: (a) Except as described Seller has materially complied in Section 3.23 the operation of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied Business in all respects with all Environmental, Health, Environmental and Health and Safety Laws with respect to the Acquired Assets, and no (as defined in Section 2.12(d) below). No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand written notice has been filed held or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to complycomply (without regard to materiality). Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all material permits, licenses, licenses and other authorizations in connection with the Business which are required under, and has complied with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties does not have no Liability (any current liability for and Seller has not received notice in any form from any governmental authority or any third party that it: handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance in violation of or subject to strict liability pursuant to any Environmental, Health and Safety Law, to Seller’s knowledge exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could reasonably be expected to form the basis for for, any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against Seller giving rise to any material Liability) liability for (i) damage to any site, location, location or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, individual or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of SellerAll owned, all occupied and/or leased properties and equipment used in the Business Business, or in connection with the Business, are and have been free ofof both regulated and unregulated underground storage tanks; any flammable substances or explosives; any radioactive and/or extremely hazardous wastes, chemicals or materials; asbestos in any form which is or could become friable; urea formaldehyde foam insulation; electrical equipment which contains any oil or dielectric fluid containing levels of polychlorinated biphenyls in excess of fifty parts per million; pesticides; and are currently free any other chemical, material or substance, exposure to, and/or use or disposal of reportable releases which is prohibited, limited or spills regulated by any governmental authority or pursuant to any environmental Health and Safety Laws as a hazardous, dangerous, polluting and/or toxic substance, waste chemical or material, and/or one that may or could pose a hazard to the environment or to the health and safety of Hazardous Substancesthe owners, occupants or any persons in the vicinity of or otherwise in connection with the Seller’s business, except as in material compliance with Environmental, Health and Safety Laws. (d) To No hazardous substance has been disposed of, spilled or otherwise released by Seller in connection with the Knowledge operation of Seller, following the Closing, no Business at the Facility in such a way as to create any material capital expenditures shall be required by Purchaser and/or unresolved liability to insure compliance with Seller under any applicable Environmental, Health and Safety Law with respect to Laws. For purposes of this Agreement, the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; definition of the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described term “hazardous substance” shall be that set out in Section 3.23 101(14) of the Seller Disclosure ScheduleFederal Comprehensive Environmental Response, Seller does not have any agreement with any federalCompensation and Liability Act of 1980, state42 U.S.C. § 9601(14), or local Governmental Authority as in effect on the date hereof, except that the term also shall include petroleum or any other third party relating to any environmental matter fraction and natural gas (whether existing as a gas or environmental cleanup with respect to the Acquired Assetsa liquid). (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described set forth on Schedule 5.17(a), and except where the failure to be in Section 3.23 compliance would not have a Material Adverse Effect on any Material SRI JV Company, each of the Seller Disclosure ScheduleSRI JV Companies has obtained, to and has been at all times, for which the Knowledge applicable statute of Sellerlimitation has not expired, Seller and 1245 Properties has complied in compliance with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of of, all permits, licenses, and other authorizations in connection with the Business Permits which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all EnvironmentalLaws, HealthPermits and Judgments relating to public health and safety, worker health and safety, and Safety Laws. pollution or protection of the environment, including without limitation Environmental Laws relating to emissions, discharges, releases or threatened releases of pollutants, contaminants or chemical, industrial, hazardous or toxic materials or wastes into ambient air, surface water, ground water or lands or otherwise relating to the testing, characterization, classification, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants or chemical, industrial, hazardous or toxic materials or wastes. All such Permits are valid and in full force and effect and (bto the extent such Permits need to be assigned or transferred to an SRI JV Company pursuant to the SRI Reorganization or pursuant to the Transactions in order to ensure the continued conduct of the SRI Businesses as such are presently conducted) To are freely transferable or assignable (except to the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled extent that the failure to assign or disposed transfer is due solely to the discretionary act of any Hazardous SubstanceAuthority and not based upon the acts or omissions of SRI or any of the SRI JV Companies), arranged and where applicable, timely renewal applications have been submitted for all such Permits. No Proceedings have been filed or commenced against any of the disposal SRI JV Companies or notices of violation or Environmental Claim received by any Hazardous Substanceof the SRI JV Companies alleging any failure to comply with any such Laws, exposed Judgments or Permits, where such Proceeding or violation would have a Material Adverse Effect on any employee employed in connection with of the Business SRI JV Companies and, to the best knowledge of SRI, no such Proceedings, notices of violation or other individual to Environmental Claims are pending or threatened, nor does there exist any Hazardous Substance existing event or condition, or owned or operated any property or facility in connection with the Business in any manner that could form condition on the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for of which (i) damage an Authority would reasonably be expected to deny or revoke or limit any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, such Permits or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business if such Permits have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller obtained by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure ScheduleSRI JV Companies, Seller does such Permits would not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to remain in full force and effect as of the Acquired AssetsClosing Date. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Target has materially complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge each of Seller, Seller Target and its predecessors and affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which that are required under, and has materially complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which that are contained in, all Environmental, Health, and Safety Laws. (b) To Target has no liability (and, to the Knowledge of SellerTarget and the Shareholders, Seller none of Target and 1245 Properties have no Liability (its predecessors and Seller affiliates has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller Target giving rise to any material Liabilityliability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to to, any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) No Hazardous Materials have been placed on or in any structure on the Real Property by Target or, to the Knowledge of the Shareholders or Target, by any prior owner or user of the Real Property. No underground storage tanks for petroleum or any other substance, or underground piping or conduits are or to the Knowledge of the Shareholders or Target, have previously been located on the Real Property. To the Knowledge of Sellerthe Shareholders or Target, no other party has caused the release of or contamination by Hazardous Materials on the Real Property. Target has provided, or no later than sixty (60) days prior to the Closing Date (and thereafter, as such items are received by Target) shall provide, Buyers with all environmental studies, records and reports in its possession or control, and all correspondence with any governmental entities, concerning environmental conditions of the Real Property. (d) All properties and equipment used in the Business business of Target and its predecessors and affiliates have been free ofof asbestos, polychlorinated biphenyls (PCBs), methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (de) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller As used in this Agreement, the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.term:

Environment, Health, and Safety. Except as set forth in Section 4.20 of the Company Disclosure Letter: (a) Except as described The Company and each of its Subsidiaries has been in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller material compliance and 1245 Properties has complied in all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsEnvironmental Laws, and no unresolved action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, any of the Company and no notice has been received by Seller or 1245 Properties, its Subsidiaries alleging any failure so to comply. Without limiting the generality The Company and each of the preceding sentence, to the Knowledge of Seller, Seller its Subsidiaries has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, material permits and other authorizations in connection with the Business licenses which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety under any applicable Environmental Laws. (b) To the Knowledge of Sellerthe Company, Seller none of the Company and 1245 Properties have no Liability (and Seller its Subsidiaries has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) liability to third parties under any applicable Environmental Laws for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with as a result of the Business under release of any Environmentalhazardous substance, Health and Safety Law, material or (ii) for any illness of or personal injury waste to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Lawenvironment. (c) To Neither the Company nor any of its Subsidiaries has caused any release of a hazardous material, substance or waste to the environment at any facility now operated by the Company or any of its Subsidiaries (or any predecessor for which they may be responsible) or, to the Knowledge of Sellerthe Company, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under at any facility owned, leased formerly owned or operated by Seller or 1245 Properties or concerning compliance the Company, in each case that could give rise to material liability under any Environmental Law. No waste has been disposed of by Seller or 1245 Properties the Company or any other Person for whose conduct Seller of its Subsidiaries at any site or 1245 Properties is location that could give rise to material liability under any Environmental Law. All Phase One and Phase Two environmental assessments and all environmental compliance audits of facilities now or may be held responsible in connection with formerly owned or operated by the Business Company or Acquired Assetsany of its Subsidiaries, with Environmentalwhich have been completed since April 7, Health1998, and Safety Lawshave been provided to Buyer.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Transport and 1245 Properties has complied with all Environmental, Healthits Subsidiaries are, and Safety Laws with respect to the Acquired Assetsat all times have been, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required have no undischarged material obligation under, any decree, order or arbitration award or law, statute, or regulation or agreement with, or any license or permit from, any Governmental Entity to which the Owned Real Estate and has complied with Leased Premises, including, without limitation, all other limitationspersonalty, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, fixtures and timetables which are contained trade fixtures located in, all on, under or about the Owned Real Estate and Leased Premises (the "PROPERTIES") are subject or to which Transport or its Subsidiaries are subject, including, without limitation, the Environmental, Health, Health and Safety Laws, including, without limitation, those relating to: (i) treatment, storage, disposal, generation or transportation of any Hazardous Material; (ii) spills, discharges, leaks, emissions, escapes, dumping or other releases or threatened releases of any Hazardous Material into the environment, whether or not notification or reporting to any federal, state or local agency was or is required; (iii) air, water or noise pollution; (iv) surface or groundwater contamination; (v) the protection of natural resources; (vi) wildlife, marine sanctuaries and wetlands; (vii) storage tanks, vessels and related equipment; (viii) abandoned or discarded barrels, containers and other receptacles; (ix) health and safety of employees and other persons; (x) reporting and notification regarding any Hazardous Material; and (xi) otherwise relating to the manufacture, processing, use, distribution, treatment, storage, disposal, transportation or handling of any Hazardous Material. (b) To Any written notice, complaint, citation, communication or summons which Transport or its Subsidiaries have received in the Knowledge of Seller, Seller and 1245 Properties have no Liability last three (and Seller has not handled or disposed of 3) years from any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed Governmental Entity in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body alleged violation of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect are set forth in Schedule 3.19 of the Transport Disclosure Schedule. Transport and its Subsidiaries have not received any other written notice of any alleged violation of any Environmental, Health and Safety Law which has not been corrected and, to the Acquired Assets. Knowledge of Transport, no Basis for any such notice exists. (c) There is has been no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burialtreatment, releasegeneration, transportationdischarge, transportation or disposal of any Hazardous Substances; Material by Transport or its Subsidiaries (or any predecessors in interest) at, to or from the use of underground storage tanks Properties, or at any property previously owned or leased by Seller Transport or relating its Subsidiaries or, to the facilities Knowledge of Seller used Transport, by any other person or entity for which Transport or its Subsidiaries are or may be held responsible (the "PRIOR OWNED OR LEASED REAL ESTATE") or any other real estate, including, but not limited to, any off-site disposal site, in violation of, or giving rise to any undischarged obligation under the Business. Environmental, Health and Safety Laws which could reasonably be expected to have a Transport Material Adverse Effect. (d) Except as described in Section 3.23 set forth on Schedule 3.19 of the Seller Transport Disclosure Schedule, Seller does not have any agreement with any federalthere has been no material spill, statedischarge, leak, emission, injection, escape, dumping, or local Governmental Authority release by or attributable to Transport or its Subsidiaries (or, to the Knowledge of Transport, by others) of any kind onto the Properties, the Prior Owned or Leased Real Estate, or any other third party relating to real estate, including, but not limited to, any environmental matter off-site disposal site, or environmental cleanup with respect to into the Acquired Assetsenvironment surrounding the Properties, the Prior Owned or Leased Real Estate, or any other real estate of any Hazardous Material. (e) Seller Schedule 3.19 of the Transport Disclosure Schedule sets forth a complete list of all above-ground and underground storage tanks, vessels and related equipment and containers that are or have been present in, under or about the Properties (or which have been removed therefrom prior to the date hereof) and sets forth their present or former location and present and past contents. Schedule 3.19 of the Transport Disclosure Schedule also sets forth all above-ground and underground tanks present in, under or about the Prior Owned or Leased or Leased Real Estate for which Transport has delivered a continuing obligation under Environmental, Health and Safety Laws. In the period during which Transport or its Subsidiaries occupied any of the Prior Owned or Leased Real Estate, any fueling or treatment and handling of above-ground or underground tanks was conducted by Transport and its Subsidiaries in accordance with applicable law in all material respects and, to Purchaser true the Knowledge of Transport, there is no Basis with regard to the use or occupancy by Transport or its Subsidiaries of the Prior Owned or Leased Real Estate which could reasonably be expected to result in a Transport Material Adverse Effect under Environmental, Health and complete copies Safety Laws. Any such storage tanks, vessels or associated piping and results equipment previously removed by Transport or its Subsidiaries (or a predecessor of any reports, studies, analyses, tests Subsidiary) from the Properties and the Prior Owned or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning Leased Real Estate have been so removed in compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with all applicable Environmental, Health, Health and Safety Laws. (f) Transport and its Subsidiaries have all material licenses, permits, registrations and governmental approvals and consents required under Environmental, Health and Safety Laws for its activities and operations at the Properties and for any past or ongoing alterations or improvements, including, where applicable, governmental "closure letters" for any release or spill incident, except as set forth on Schedule 3.19(e) of the Transport Disclosure Schedule. (g) Transport has provided and disclosed to USF all written reports, information, notices and communications in Transport's possession or of which Transport has Knowledge pertaining to the environmental condition of the Properties and the Prior Owned or Leased Real Estate. There are no material expenditures or other actions required of Transport to bring the Properties and the Prior Owned or Leased Real Estate in compliance with the Environmental, Health and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 To the best knowledge of the Seller Disclosure Schedule, to the Knowledge of Sellerand Xxxxxxx, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge best knowledge of SellerSeller and Xxxxxxx, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (bii) To the Knowledge best knowledge of Seller, Seller and 1245 Properties have no Liability (Xxxxxxx after due diligence and investigation, Seller has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liabilityliability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (ciii) To the Knowledge best knowledge of SellerSeller and Xxxxxxx, no predecessor or affiliate of Seller has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any liability) for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (iv) Except as set forth on Schedule 17.21 hereto, all properties and equipment used in the Business business of Seller, its predecessors and affiliates, have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins dibenzofurans, and are currently free of reportable releases other hazardous substances or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with wastes regulated under any Environmental, Health and Safety Law Laws. (v) For purposes of this Agreement, the term "Environmental, Health and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with respect to the Acquired Assets. There is no pending audit known to Seller by any all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or local Governmental Authority with respect to groundwaterprotection of the environment, soilpublic health and safety, or air monitoring; the storageemployee health and safety, burialincluding laws relating to emissions, releasedischarges, transportationreleases, or disposal threatened releases of Hazardous Substances; pollutants, contaminants, or the use of underground storage tanks by Seller chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedulemanufacture, Seller does not have any agreement with any federalprocessing, statedistribution, use, treatment, storage, disposal, transport, or local Governmental Authority handling of pollutants, contaminants, or any other third party relating to any environmental matter chemical, industrial, hazardous, or environmental cleanup with respect to the Acquired Assetstoxic materials or wastes. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Subject to Section 3.23 of the Seller Disclosure Schedule8(e), to the Knowledge of each Seller, Principal Officer and Owner warrants to indemnify Buyer against and in respect of any and all damages, losses, deficiencies, liabilities, costs and expenses incurred or suffered by Buyer that result from, relate to or arise out of any noncompliance by any Seller and 1245 Properties has complied with all Environmental, HealthHealth and Safety Laws. (ii) Without limiting the foregoing, except as disclosed on Schedule 3(t), Seller is not aware of any noncompliance with Environmental, Health and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed held or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Each Seller has obtained and been in compliance in all material respects with all of the material terms and conditions of all permits, licenses, licenses and other authorizations in connection with the Business which are required under, and has have complied with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, in all Environmental, Health, Health and Safety Laws. (biii) To the Knowledge of each Seller's best Knowledge, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in violation of any manner that could form the basis for Environmental, Health or Safety Laws. Subject to Section 8(e), each Seller, Principal Officer and Owner shall indemnify Buyer against any present future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against Seller giving arising out of any violation of Environmental, Health and Safety Laws while Sellers operated the Business or which otherwise gives rise to any material Liability) for (i) liabilities or damage to any site, location, location or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Lawlaw. (civ) To the Knowledge of SellerSellers and Principal Officer, all properties and equipment used in the Business business of each Seller are and have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1, 2-transdichloroethylene, dioxins, dibenzofurans and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described set forth in Section 3.23 §4(z) of the Seller Disclosure Schedule: (i) The Company and its Subsidiaries have obtained, and timely applied for renewals of, all permits, licenses, certificates, approvals, registrations, applications, and other authorizations, registrations, or exemptions (“Environmental Permits”) that are required in connection with the conduct of their business as presently conducted under Environmental Law and related orders. The Environmental Permits are listed in §4(z) of the Disclosure Schedule. (ii) The Company and its Subsidiaries are in compliance with the Environmental Permits. (iii) The Company and its Subsidiaries are, and at all times have been, in compliance with, and have not been and are not in violation of or liable under any Environmental Law or Occupational Safety and Health Law and have no Liability under the common law relating to the Knowledge Environment. None of Sellerany of the Sellers, Seller the Company, or its Subsidiaries has received any order, notice, or other communication from (i) any governmental authority or private citizen, or (ii) the current or prior owner or operator of the Facilities or any facility to which waste from the site has been sent for storage, transfer, recycling, or disposal (“Off-site Waste Facilities”), of any actual or alleged violation or liability arising under any Environmental Law or Occupational Safety and 1245 Properties has complied with all Environmental, Health, and Safety Laws Health Law with respect to any of the Acquired AssetsFacilities, any other properties or assets (whether real, personal, or mixed) which the Company or its Subsidiaries has owned or operated, or the Off-site Waste Facilities. None of the Sellers, the Company, its Subsidiaries or any of their Affiliates has received notice or is aware of any events, conditions, circumstances, activities, practices, incidents, actions, or plans which may (i) interfere with or prevent compliance with Environmental Law or Occupational Safety and Health Law, or (ii) give rise to any common law or legal liability, including liability under the United States Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., as amended (“CERCLA”), and no any successor federal statute, rule, or regulation or comparable state statute, rule, or regulation or other Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, or investigation, chargebased on or related to the manufacture, complaintprocessing, distribution, use, treatment, storage, disposal, transport, handling, management, or Release of a Hazardous Material. (iv) There is not any civil, criminal, or administrative action, suit, demand, claim, hearing, notice, or demand has been filed letter, notice of violation, investigation, or commenced proceeding pending or threatened against Seller either the Company or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations its Subsidiaries in connection with the Business which are required underconduct of their businesses relating in any way to Environmental Law, Occupational Safety and has complied with all other limitationsHealth Law, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Lawsor the common law relating to the Environment. (bv) To the Knowledge of Seller, Seller and 1245 Properties The Sellers have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser Buyer true and complete copies and results of any reports, studies, analyses, tests tests, or monitoring possessed by any of the Sellers, the Company or initiated by Seller or 1245 Properties its Subsidiaries pertaining to Hazardous Substances or hazardous activities Materials in, on on, or under any facility ownedthe Facilities, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties the Sellers, the Company, its Subsidiaries or any other Person for whose conduct Seller or 1245 Properties is they are or may be held responsible responsible, with Environmental Law or Occupational Safety and Health Law. (vi) The Sellers each agree reasonably to cooperate with Buyer in connection with Buyer’s application for the transfer, renewal, or issuance of any Environmental Permits and the filing of any reports or notices or other actions necessary to satisfy any requirements arising under Environmental Law or Occupational Safety and Health Law involving the Company and its Subsidiaries’ businesses for a period of one year after Closing; provided that, any transfer or application fees and costs associated with such transfers or applications are to be borne by the Buyer. (vii) There has been no Release of any Hazardous Materials at or from the Facilities or, to the Knowledge of any of the Sellers and any director or officer (or employee responsible for environmental matters) of the Company and its Subsidiaries, at any other locations where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by the Facilities, or from or by any other properties and assets (whether real, personal, or mixed) in which any of the Sellers, the Company or its Subsidiaries has or had an interest, or to the Knowledge of any of the Sellers and any director or officer (or employee responsible for environmental matters) of the Company and its Subsidiaries, from or by any geologically or hydrologically adjoining property, whether by the Company, its Subsidiaries or any other Person. (viii) The Seller has provided to the Buyer a current Phase I Environmental Assessment in a form acceptable to the Buyer with respect to the Purchased Real Estate. Buyer acknowledges receipt of the Phase I Environmental Assessment. (aa) Certain Business Relationships with the Company and its Subsidiaries. None of the Sellers, the members of Jxxxxx Xxxxxxxxx or Acquired AssetsSxxxx Xxxxxxxxx’x immediate family, or their respective Affiliates has been involved in any business arrangement or relationship with Environmental, Healthany of the Company and its Subsidiaries within the past 24 months, and Safety Lawsnone of the Sellers, the members of Jxxxxx Xxxxxxxxx or Sxxxx Xxxxxxxxx’x immediate family, or their respective Affiliates owns any asset, tangible or intangible, which is used in the business of any of the Company and its Subsidiaries.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of Neither the Seller Disclosure ScheduleSellers nor the Companies have received any written or oral notice, report or other information regarding any Liabilities, including any investigatory, remedial or corrective obligations, relating to the Knowledge business of Seller, Seller a Company or relating to the facilities owned or leased by a Company and 1245 Properties has complied with all Environmental, Health, arising under Environmental and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety LawsRequirements. (bii) To None of the Knowledge of Sellerfollowing exists at any property or facility owned or operated by a Company: (A) underground storage tanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; or (D) landfills surface impoundments or other disposal areas. (iii) The Companies have not treated, Seller and 1245 Properties have no Liability (and Seller has not handled or stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of transported, handled, or released any Hazardous Substancesubstance, exposed including any employee employed in connection with the Business or other individual to any Hazardous Substance or conditionhazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in connection with the Business in any a manner that has given or could form give rise to liabilities of a Company, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the basis for Comprehensive Environmental Response. Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act. as amended ("SWDA") or any other Environmental and Safety Requirements. (iv) No facts, events or conditions relating to the past or present actionfacilities, suitproperties or operations of a Company will prevent hinder or limit continued compliance with Environmental and Safety Requirements, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving give rise to any material Liability) for (i) damage investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health other Liabilities pursuant to Environmental and Safety LawRequirements, including any relating to onsite or (ii) for any illness off site releases or threatened releases of hazardous materials, substances or wastes, personal injury to any employee employed in connection with the Business injury, property damage or other individual, or for any other reason under any Environmental, Health, and Safety Lawnatural resources damage. (cv) To Neither this Agreement nor the Knowledge consummation of Sellerthe transactions contemplated by the Transaction Documents will result in any obligations to a Company for site investigation or cleanup, all properties or notification to or consent of any Governmental Entity or third party, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous SubstancesSafety Requirements. (dvi) To the Knowledge The Companies have not, either expressly or by operation of Sellerlaw, following the Closingassumed or undertaken any Liability, no material capital expenditures shall be required by Purchaser to insure compliance with including any Environmentalobligation for corrective or remedial action, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, relating to Environmental and Safety LawsRequirements.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Companies has complied and is in compliance with all Environmental, Health, applicable Environmental and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Requirements. (ii) Without limiting the generality of the preceding sentenceforegoing, each of the Companies has obtained and complied with, and is in material compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their businesses and all such permits, licenses and authorizations may be relied upon by the Purchasers for the lawful operation of the businesses of the Companies on and after the Closing without transfer, reissuance or other governmental action. A list of all such permits, licenses and other authorizations is set forth in Schedule 4(y) attached hereto. (iii) Neither the Sellers nor any of the Companies have received any written notice, report or other written information regarding any actual or alleged violation of Environmental and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the business or facilities of any of the Companies and arising under Environmental and Safety Requirements. (iv) Except as set forth in Schedule 4(y) attached hereto, none of the following exists at any property or facility owned or operated by any of the Companies: (A) underground storage tanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; or (D) landfills, surface impoundments or other disposal areas. (v) Except as set forth in Schedule 4(y) attached hereto, neither the Companies, their respective Affiliates nor, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all knowledge of the terms and conditions of all permitsSellers, licensestheir respective predecessors, and other authorizations in connection with the Business which are required underhave treated, and has complied with all other limitationsstored, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substanceof, arranged for or permitted the disposal of of, transported, handled, or released any Hazardous Substancesubstance, exposed including without limitation any employee employed in connection with the Business or other individual to any Hazardous Substance or conditionhazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in connection with the Business in any a manner that could form has given or would give rise to liabilities of any of the basis Companies, including any liability for any present actionresponse costs, suitcorrective action costs, proceedingpersonal injury, hearingproperty damage, investigationnatural resources damages or attorney fees, chargepursuant to the Comprehensive Environmental Response, complaintCompensation and Liability Act of 1980, claimas amended, or demand against Seller giving the Solid Waste Disposal Act, as amended, or any other Environmental and Safety Requirements. (vi) Except as set forth in Schedule 4(y) attached hereto, no facts, events or conditions relating to the past or present facilities, properties or operations of any of the Companies will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any material Liability) for (i) damage investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any siteother liabilities (whether accrued, locationabsolute, contingent, unliquidated or body of water (surface or subsurfaceotherwise) used in connection with the Business under any Environmental, Health pursuant to Environmental and Safety LawRequirements, including without limitation any relating to onsite or (ii) for any illness offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury to any employee employed in connection with the Business injury, property damage or other individual, or for any other reason under any Environmental, Health, and Safety Lawnatural resources damage. (cvii) To Neither this Agreement nor the Knowledge consummation of Sellerthe transactions contemplated by the Transaction Documents will result in any obligations for site investigation or cleanup, all properties or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous SubstancesSafety Requirements. (dviii) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 None of the Seller Disclosure ScheduleCompanies have, Seller does not have either expressly or by operation of law, assumed or undertaken any agreement with liability, including without limitation any federalobligation for corrective or remedial action, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, relating to Environmental and Safety LawsRequirements.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to those matters specifically identified in Exhibit H to this Agreement, none of the Acquired AssetsSellers or their Affiliates and to Sellers' Knowledge, and no none of their respective predecessors has any Environmental Liability related to the Property. No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller any of them which is still ongoing or 1245 Properties, and no notice has been received by Seller or 1245 Properties, outstanding alleging any failure so such Liability. Except with respect to complythose matters specifically identified in Exhibit H to this Agreement, none of them has received written notification of alleged, actual or potential responsibility for, or any inquiry or investigation regarding any releases or threatened releases of any Hazardous Materials on the Property for which any remediation requirements are outstanding. Without limiting the generality of the preceding sentencepreceding, to each of the Knowledge of Seller, Seller Sellers and their Affiliates has obtained and been in material compliance in all material respects with all of the terms and conditions of all permits, licenses, approvals, plans and other authorizations in connection with relating to the Business Property which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables relating to the Property which are contained in, all Environmental, Health, and Safety Environmental Laws. (bii) To Except with respect to those matters specifically identified in Exhibit H to this Agreement, none of the Knowledge Sellers has any Liability and to their Knowledge, no predecessor of Seller, Seller and 1245 Properties have no Sellers has any Liability (and Seller none of the Sellers or their Affiliates has not handled handled, released, threatened to release or disposed of any Hazardous SubstanceMaterials, arranged for the disposal of any Hazardous SubstanceMaterials, accepted any Hazardous Material for transport to a disposal or treatment facility, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance Materials or condition, or owned or operated any property or facility in connection with the Business in any manner not in compliance with applicable Environmental Laws that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller any of the Sellers giving rise to any material LiabilityLiability related to the Property, other than liability under statutes imposing strict liability for any such activities taken in connection with any such Hazardous Materials) for (i) damage to the Property or any site, other location, or body of water (surface or subsurface) used in connection with ), land surface, ambient air or natural resource related to the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individualProperty, or for any other reason related to the Property under any Environmental, Health, and Safety Environmental Law. (ciii) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law Except with respect to those matters specifically identified in Exhibit H to this Agreement, to Sellers' Knowledge, the Acquired Assets. There Property is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal free of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsMaterials. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) . (a) Except as described in set forth on Section 3.23 4.23(a) of the Seller Disclosure Schedule, the Company and, to the Knowledge of Sellerthe Company, Seller and 1245 Properties has its Affiliates (i) have, for the last three (3) years, complied in all material respects with all the Environmental, Health, and Safety Laws with respect to the Acquired Assets, (and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, directive or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any such failure so to comply. Without limiting the generality of the preceding sentence), to the Knowledge of Seller, Seller has (ii) have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, certificates and other authorizations in connection with the Business which are required underunder the Environmental, Health, and has Safety Laws, and (iii) have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all in the Environmental, Health, and Safety Laws. (b) To None of the Company or, to the Knowledge of Sellerthe Company, Seller and 1245 Properties have no Liability (and Seller its Affiliates has not handled or disposed of any Hazardous SubstanceSubstances or Extremely Hazardous Substances in violation of Environmental, Health, and Safety Requirements, or (i) arranged for the disposal of any Hazardous SubstanceSubstances or Extremely Hazardous Substances, (ii) exposed any employee employed in connection with the Business or other individual to any Hazardous Substance Substances or conditionExtremely Hazardous Substances, or (iii) owned or operated any property or facility facility, in connection with the Business each case, in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body violation of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, Law or (ii) for in any illness of or personal injury manner that could reasonably be expected to give rise to any employee employed in connection with the Business or other individual, or for any other reason material liability under any Environmental, Health, and Safety Law. (c) To Except as set forth on Section 4.23(c) of the Disclosure Schedule, no Extremely Hazardous Substances are currently, or, to the Knowledge of Sellerthe Company, have formerly been, located at, on, in, under or about all properties and equipment used in the Business have been free ofof the Company or, and are currently free to the Knowledge of reportable releases or spills the Company, the business of Hazardous Substancesits Affiliates. (d) To Except as set forth on Section 4.23(d) of the Disclosure Schedule, no Hazardous Substances are currently, or, to the Knowledge of Sellerthe Company, following have formerly been, located at, on, in, under or about all properties and equipment used in the ClosingBusiness of the Company or, no material capital expenditures shall be required by Purchaser to insure compliance with the Knowledge of the Company, the business of its Affiliates in a manner which violates any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, Laws or local Governmental Authority with respect to groundwater, soil, which requires cleanup or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results corrective action of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or kind under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, Health and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to Advisor and the Knowledge of Seller, Seller and 1245 Properties Development Company has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to each of the Knowledge of Seller, Seller Advisor and the Development Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. A list of all permits, licenses and other authorizations required by Environmental, Health and Safety Laws is listed on Section 7.23 of the Disclosure Schedule and none of such permits, licenses and authorizations require notice or consent or any other action to remain in full force and effect following consummation of the transactions contemplated by this Agreement. (b) To Neither the Knowledge of SellerAdvisor nor the Development Company has any material Liability, Seller and 1245 Properties have there are no Liability (Known facts, circumstances or conditions that could result in material Liability, and Seller neither the Advisor nor the Development Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the treatment or disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Advisor or the Development Company giving rise to any material Liability) for (i) damage Liability with respect to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To Except as set forth on Section 7.23(c) of the Knowledge of SellerDisclosure Schedule, all properties and equipment used in owned or leased by the Business Advisor and the Development Company have been free ofof friable asbestos in concentrations greater than one percent (1%), PCBs, toxic mold, underground storage tanks, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To The Advisor has furnished to CHP copies of all environmental assessments, reports, audits, and other documents in its possession or under its control that relate to the Knowledge environmental condition of Seller, following any real property currently or formerly owned or operated by the Closing, no material capital expenditures shall be required by Purchaser to insure Advisor or the Development Company and the Advisor's and the Development Company's compliance with any Environmental, Environmental Health and Safety Law with respect to the Acquired AssetsLaws. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsAll such information and documents are accurate and complete. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described set forth in Section 3.23 4.15(a) of the Seller Disclosure Schedule, to : (i) the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claimnot engaged in or permitted any operations or activities upon, or demand has been filed any use or commenced against Seller occupancy of, the Owned Real Property or 1245 PropertiesLeased Real Property or any portion thereof or any property or facility previously owned or leased by the Company for the purpose of or the handling, and no notice has been received by Seller manufacture, treatment, storage, use, generation, release, discharge, refining, dumping or 1245 Propertiesdisposal of any Hazardous Materials (whether legal or illegal, alleging any failure so to comply. Without limiting the generality accidental or intentional, excluding de minimis quantities of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations Hazardous Materials that are commonly used in connection with the Business Company’s business and which are required were used and disposed of in accordance with Environmental Laws and were not released to the environment so as to give rise to Liability under Environmental Laws) on, under, and has complied with all in or about any such property or transported any Hazardous Materials to, from or across any such property; (ii) no Hazardous Materials have migrated from any Owned Real Property or Leased Real Property upon or beneath other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedulesproperties, and timetables which no Hazardous Materials have migrated from other properties upon, about or beneath any Owned Real Property or Leased Real Property, in either case, in a manner so as to give rise to Liability under Environmental Laws, (iii) no Hazardous Materials are contained inpresent on, all Environmentalunder, Healthin or about any of the Owned Real Property or Leased Real Property excluding such quantities of Hazardous Material commonly used in connection with the Company’s business. and that are present in accordance with, and Safety do not give rise to Liabilities under, Environmental Laws and (iv) the Company has not exposed any Person to any Hazardous Materials so as to give rise to Liability under Environmental Laws. (b) To Except as set forth in Section 4.15(b) of the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for Disclosure Schedule: (i) damage the Company, the Owned Real Property and the Leased Real Property have at all times complied in all respects (except for any past non-compliance that was fully remediated or resolved) and are in compliance with, in all respects, all Environmental Laws, which compliance has included obtaining and complying at all times, in all respects, with all Permits, required pursuant to Environmental Laws, except for such non-compliance as would not result in Losses, individually or in the aggregate, in excess of $250,000, and no activity on or condition of the Owned Real Property or Leased Real Property constitutes a nuisance or a tortious condition with respect to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health third party; and Safety Law, or (ii) for the Company is not required to take any illness of or personal injury remedial action related to any employee employed in connection with the Business such property or other individualmake any capital improvements, individually or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free ofaggregate, and are currently free in excess of reportable releases $250,000 in order to place such property or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure improvements located thereon in compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety such Environmental Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 Each of the Seller Disclosure ScheduleCompany, to the Knowledge its Affiliates, and any predecessors of Seller, Seller and 1245 Properties has either have complied with all EnvironmentalLaws concerning pollution or protection of the environment, Healthpublic health and safety, and Safety employee health and safety, including Laws with respect relating to emissions, discharges, releases, or threatened release of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes (including petroleum and any fraction or derivative thereof) into ambient air, surface water, ground water, or lands, or otherwise relating to the Acquired Assetsmanufacture, and no actionprocessing, suitdistribution, proceedinguse, hearingtreatment, investigationstorage, chargedisposal, complaint, claimtransport, or demand hauling of such substances (collectively, "Environmental Laws"). No Proceeding has been filed or commenced against Seller the Company, its Affiliates, or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any predecessor of either alleging any failure so to complycomply with any Environmental Laws. Without limiting the generality of the preceding sentence, to each of the Knowledge Company, its Affiliates, and any predecessors of Seller, Seller either has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business Permits which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Environmental Laws. (bii) To the Knowledge of Seller, Seller and 1245 Properties have The Company has no any Liability (and Seller neither the Company, its Affiliates, nor any predecessor of either has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned owned, operated, or operated used any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand future Proceeding against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of of, or personal injury to to, any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Environmental Law. (ciii) To the Knowledge of Seller, all All properties and equipment used in the Business business of the Company, its Affiliates, and any predecessors of either have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Hazardous Substancesother extremely hazardous substances as defined by any Law. (div) To Any fuel or other storage tanks located at properties presently or previously owned or used by the Knowledge Company in its business, including the Real Estate, comply in all respects with applicable Laws, do not leak, are registered with the appropriate state agency (and all required actions in connection therewith have been taken) in the manner permitting the Company to take advantage of Sellerany state liability limitation, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateinsurance, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or similar program relating to the facilities of Seller used fuel storage tanks, and such tanks are not scheduled for removal in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetsnext five years. (ev) Seller The Company has delivered to Purchaser Buyer true and complete copies and results of any reports, studies, analyses, tests tests, or monitoring possessed concerning the Company or initiated any property owned or used by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or the Company concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Environmental Laws.

Environment, Health, and Safety. (ai) Except as described With respect to the Business and the Acquired Assets, Seller has at all times complied in Section 3.23 all material respects with and is in compliance, in all material respects, with all Environmental and Safety Requirements. Seller has obtained, maintain, and has at all times complied in all material respects with, and is in compliance in all material respects with, all Permits required pursuant to Environmental and Safety Requirements for Seller’s operations and the occupation of the real property used by the Seller Disclosure Schedulein connection with the Business. Seller has not received any notice, report or other information regarding any actual or alleged violation of, or any Liabilities or potential Liabilities arising under, Environmental and Safety Requirements, relating to the Business, the real property used by the Seller in connection with the Business , or any former properties or facilities of Seller used in connection with the Business arising under Environmental and Safety Requirements, nor do, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmentalany facts, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, claims or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging allegations exist indicating any failure so to complysuch violation. Without limiting the generality foregoing, there are no claims, notices (including, without limitation, notices that Seller is or may be a potentially responsible person or otherwise liable in connection with any waste disposal site containing Hazardous Materials or other location allegedly used for the disposal of the preceding sentenceHazardous Materials), civil, criminal or administrative actions, suits, hearings, investigations, inquiries, proceedings, information requests, disputes, demands, arbitrations, litigations or liens pending or, to the Knowledge of Seller, Seller has obtained and been threatened, in compliance in all material respects with all of the terms and conditions of all permitseach case, licenses, and other authorizations in connection with the Business which that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, based on Environmental and Safety Laws. (b) To Requirements relating to the Business. With respect to the Business, to the Knowledge of Seller, there are no past or present conditions, events, circumstances, facts, activities, practices, incidents, actions, omissions or plans that may (A) interfere with or prevent continued material compliance by Seller with Environmental and Safety Requirements and the requirements of the Permits required by Environmental and Safety Requirements, (B) give rise to any material Liabilities arising under, or any investigatory, corrective or remedial obligation with respect to, Environmental and Safety Requirements, or (C) to the Knowledge of Seller, form the Basis of any material claim, notice, civil, criminal or administrative action, suit, hearing, investigation, inquiry, Proceeding, information request, dispute, demand, arbitration, litigation or lien against or involving Seller based on or related to environmental matters. Seller and 1245 Properties have no Liability any of the real property used by the Seller in the Business are not subject to any Proceeding or Order relating to Environmental and Safety Requirements. (ii) In connection with the Business, except in material compliance with applicable Environmental and Safety Requirements, Seller has not handled or treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of any Hazardous Substanceof, transported, handled, manufactured, distributed, released or exposed any employee employed in connection with the Business or other individual Person to any Hazardous Substance or conditionsubstance, including without limitation any hazardous substance, or owned or operated any property or facility in connection with the Business in (and, no such property or facility is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving substance) so as to give rise to a reasonable expectation of any material Liability) for (i) damage to any site, location, current or body of water (surface or subsurface) used in connection with the Business future Liabilities under any Environmental, Health Environmental and Safety LawRequirements, including any Liability for investigative or (ii) for any illness of remedial obligations, response costs, corrective action costs, personal injury, property damage, natural resources damages or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Lawattorneys’ fees. (ciii) To There have been no Releases or threatened Releases by Seller of any Hazardous Materials at, on, about, under, from, to, within, or migrating to or from the real property used by the Seller in the Business or, to the Knowledge of Seller, all properties and equipment used any real property formerly owned, leased, operated or controlled by Seller in connection with the Business have been free ofBusiness, and are currently free of reportable releases that (i) would require notification to any Governmental or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser Licensing Authority or investigation and/or remediation pursuant to insure compliance with any Environmental, Health Environmental and Safety Law Requirements or (ii) would be reasonably likely to give rise to any material Liability pursuant to any Environmental and Safety Requirements. Seller has no Liabilities (contingent or otherwise), with respect to the Acquired Assets. There is no pending audit known to presence or alleged presence of asbestos, silica, lead, mercury or other Hazardous Materials in any product or item or at or upon any property or facility used by the Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with . (iv) With respect to the Acquired Assets. (e) Business, Seller has delivered to Purchaser true and complete copies and results not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Liability of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, relating to Environmental and Safety LawsRequirements. (u) Intentionally omitted.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller The Company and 1245 Properties has its predecessors and affiliates have complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand Proceeding has been filed filed, commenced or, to the Knowledge of the Sellers or commenced the Company, threatened against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to each of the Knowledge of Seller, Seller Company and its predecessors and Affiliates has obtained and been in material compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which that are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have The Company has no Liability liability (and Seller none of the Company and its predecessors and affiliates has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand future Proceeding against Seller the Company giving rise to any material Liabilityliability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to to, any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) No Hazardous Materials have been placed on or in any structure on the Real Property by the Company or, to the Knowledge of the Sellers or the Company, by any prior owner or user of the Real Property. No underground storage tanks for petroleum or any other substance, or underground piping or conduits are or to the Knowledge of the Sellers or the Company, have previously been located on the Real Property. To the Knowledge of Sellerthe Sellers or the Company, no other party has caused the release of or contamination by Hazardous Materials on the Real Property. The Company has provided, or no later than sixty (60) days prior to the Closing Date (and thereafter, as such items are received by the Company) shall provide, Buyer with all environmental studies, records and reports in its possession or control, and all correspondence with any governmental entities, concerning environmental conditions of the Real Property. (d) All properties and equipment used in the Business business of the Company and its predecessors and affiliates have been free ofof asbestos, polychlorinated biphenyls (PCBs), methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (de) To As used in this Agreement, the Knowledge term: (i) ENVIRONMENTAL, HEALTH, AND SAFETY LAWS" means the Comprehensive Environmental Response, Compensation and Liability Act of Seller1980, following the ClosingResource Conservation and Recovery Act of 1976, no material capital expenditures shall be required by Purchaser to insure compliance and the Occupational Safety and Health Act of 1970, each as amended, together with any Environmentalall other laws (including rules, Health regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or local Governmental Authority with respect to groundwaterprotection of the environment, soilpublic health and safety, or air monitoring; the storageemployee health and safety, burialincluding laws relating to emissions, releasedischarges, transportationreleases, or disposal threatened releases of Hazardous Substances; pollutants, contaminants, or the use of underground storage tanks by Seller chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedulemanufacture, Seller does not have any agreement with any federalprocessing, statedistribution, use, treatment, storage, disposal, transport, or local Governmental Authority handling of pollutants, contaminants, or any other third party relating to any environmental matter chemical, industrial, hazardous, or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests toxic materials or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.wastes;

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller The Company and 1245 Properties has any predecessors and affiliates have complied with all EnvironmentalLaws concerning pollution or protection of the environment, Healthall Laws concerning public health and safety, and Safety all Laws with respect concerning employee health and safety, including Laws relating to emissions, discharges, releases, or threatened release of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes (including petroleum and any fraction or derivative thereof) into ambient air, surface water, ground water, or lands, or otherwise relating to the Acquired Assetsmanufacture, processing, distribution, use, treatment, storage, disposal, transport, or hauling of such substances (collectively, "Environmental Laws"), and no action, suit, proceedingProceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has Company and any predecessors and affiliates have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business Permits which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Environmental Laws. (bii) To the Knowledge of Seller, Seller and 1245 Properties The Company does not have no Liability any liability (and Seller neither the Company nor any predecessor or affiliate has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceedingProceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liabilityliability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Environmental Law. (ciii) To the Knowledge of Seller, all All properties and equipment used in the Business of the Company and any predecessors and affiliates have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Hazardous Substancesother extremely hazardous substances as defined by Law. (div) To Any fuel storage tanks located at properties owned or used by the Knowledge Company in its Business, including the Property, comply in all respects with applicable Laws, do not leak, are registered with the appropriate state agency (and all required actions in connection therewith have been taken) in the manner permitting the Company to take advantage of Sellerany state liability limitation, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateinsurance, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or similar program relating to the facilities of Seller used fuel storage tanks, and such tanks are not scheduled for removal in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetsnext five years. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. Except as set forth on Section 3.17 to the Disclosure Schedule and except for matters that would not have a material adverse effect on the Business: (a) Except as described The Curtxx Xxxties' officers and directors and the Curtxx Xxxties have complied at all times through the date hereof in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied all material respects with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, chargeProceeding, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. In addition, no notice, request for information, or other inquiry has been received by any of them with respect to any environmental or health and safety matters, and there has been no Threatened Proceeding with respect to any of them under any Environmental, Health and Safety Laws. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has Curtxx Xxxties have obtained and been in material compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business Government Authorizations which are required under, and has have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables Legal Requirements which are contained in, all Environmental, Health, Health and Safety Laws. (b) To None of the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller Curtxx Xxxties has not handled or disposed of any Hazardous SubstanceMaterial, arranged for the disposal of any Hazardous SubstanceMaterial, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, condition or owned or operated any property or facility in connection with the Business in any manner that could reasonably be expected to form the basis Basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand future Proceeding against the Seller giving rise to any material Liability) Liability for (i) any cost of investigation, remediation or other response actions, for damage to any siteproperty or natural resources, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to or under common law. Without limiting the Acquired Assets. There is generality of the foregoing, no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, emission or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results discharge of any reports, studies, analyses, tests Hazardous Material into the environment has occurred or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible currently occurring in connection with the Business Business, or Acquired Assetshas occurred at, on, into, under, or having originated at any Facility or property of the Curtxx Xxxties, except for minimal amounts in compliance with Environmental, Health, Health and Safety LawsLaws incident to the ordinary operation of the Business.

Environment, Health, and Safety. (i) The Company (and its predecessors in interest and previously owned subsidiaries), (a) Except as described are and have been in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied compliance with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, in all respects (and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, commenced alleging any such failure so to comply. Without limiting the generality of the preceding sentence), to the Knowledge of Seller, Seller has and (b) have obtained and are and have been in substantial compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all under the Environmental, Health, and Safety LawsLaws for the continued conduct of business of the Company (and its predecessors in interest and previously owned subsidiaries) as now conducted and which have been historically required under the Environmental, Health and Safety Laws for the prior conduct of each of the Companies' businesses. (bii) To the Knowledge of Seller, Seller The Company (and 1245 Properties its predecessors in interest and previously owned subsidiaries) (a) have no Liability liability (whether known or unknown, asserted or unasserted, absolute or contingent and Seller has not handled whether due or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection to become due) with the Business or other individual regard to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body violation of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, (b) have handled or disposed of all substances and arranged for the disposal of all substances whether at an on-site or off-site location in compliance with all Environmental, Health and Safety Laws, (iic) have not exposed any employee or other individual to any substance or condition in violation of any Environmental, Health or Safety Law, (d) have not owned or operated (now or in the past) any property at which the presence, disposal or release of any Hazardous Materials in violation of the Environmental, Health and Safety Laws has occurred, or that could give rise to any liability, for damage to any site, for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (ciii) To the Knowledge of SellerThe Company has provided Sheffield with all environmental audits, all properties and equipment used inspections, assessments, investigations or similar reports in the Business have been free of, and are currently free Company's possession or of reportable releases which the Company is aware relating to the real property or spills business or to compliance or noncompliance by each of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance Companies with any all Environmental, Health and Safety Law with respect Laws and such information is summarized on SECTION 3.25 to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described disclosed in Section 3.23 3.27 of the Seller Disclosure Schedule: (i) Amitek is and has been in compliance with all applicable Environmental Laws and Safety Laws, the violation of which could have a Material Adverse Effect on Amitek; (ii) Amitek has obtained, and is and has been in material compliance with the conditions of, all Environmental Permits required for the continued conduct of its business in the manner now conducted and presently proposed to be conducted; (iii) Amitek has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all Environmental Permits for the continued conduct of its business in the manner now conducted and presently proposed to be conducted; (iv) there are, to the Knowledge of SellerAmitek and the Principal Sellers, Seller and 1245 Properties has complied with all Environmentalno circumstances or conditions present at or arising out of the present or former assets, Healthproperties, and Safety Laws with leaseholds, businesses or operations of Amitek in respect to the Acquired Assetsof off-site storage, and no action, suit, proceeding, hearing, investigation, charge, complaint, claimtransportation or disposal of, or demand has been filed or commenced against Seller or 1245 Propertiesany off-site Release of, a Chemical Substance which reasonably may be expected to give rise to any Environmental Liabilities and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentencecosts; (v) there are, to the Knowledge of SellerAmitek and the Principal Sellers, Seller has obtained and been in compliance in all material respects with all no circumstances or conditions present at or arising out of the terms present or former assets, properties, leaseholds, businesses or operations of Amitek, including but not limited to any on-site Storage, use, disposal or Release of a Chemical Substance, which reasonably may be expected to give rise to any Environmental Liabilities and conditions Costs or Safety Liability and Costs; (vi) none of Amitek, the Principal Sellers or the present or past assets, properties, businesses, leaseholds or operations of Amitek has received or is subject to, or within the past three years has been subject to, any outstanding order, decree, judgment, complaint, agreement, claim, citation, or notice or is subject to any ongoing judicial or administrative proceeding indicating that either Amitek, the Principal Sellers or the past and present assets Amitek are or may be: (A) in violation of any Environmental Law; (B) in violation of any Safety Laws; (C) responsible for the on-site or off-site storage or Release of any Chemical Substance; or, (D) liable for any Environmental Liabilities and Costs or Safety Liabilities and Costs; (vii) no investigation or review with respect to the matters identified in subsection (vi) is pending or, to the Knowledge of Amitek or the Principal Sellers, is threatened, nor has any Authority or other third-party indicated an intention to conduct the same; (viii) neither the business of Amitek nor any of its properties or assets is subject to, or as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental Laws which require notice, disclosure, cleanup or approval prior to transfer of the Amitek Shares, or the business of Amitek or which will impose Liens on any such asset or property or otherwise interfere with or affect the business of Amitek; (ix) Section 3.27 of the Disclosure Schedule lists all property presently or previously leased, owned or operated by Amitek and identifies all such property (and the area within that property) that has been used by Amitek or by any other Person (including a prior owner or operator) for the storage or disposal of Chemical Substances; (x) Section 3.27 of the Disclosure Schedule lists all off-site locations, including, without limitation, commercial waste disposal facilities or municipal landfills, to which or at which Chemical Substances originating from Amitek, or its assets, properties or business have been sent (or otherwise have come to be located) in amounts that would require a waste manifest under the Resource Conservation and Recovery Act of 1976 as now in effect for treatment, storage, disposal, reuse or recycling; (xi) Section 3.27 of the Disclosure Schedule sets forth a list of all permitsunderground storage tanks owned or operated at any time by Amitek and, licensesexcept as disclosed in Section 3.27 of the Disclosure Schedule, no such tank is leaking or has leaked at any time in the past, and other authorizations there is no pollution or contamination of the Environment caused by or contributed to or threatened by a Release of a Chemical Substance from any such tank; and (xii) Section 3.27 of the Disclosure Schedule lists all environmental audits, inspections, assessments, investigations or similar reports in connection Amitek's possession or of which Amitek is aware relating to Amitek's assets, properties or business or the compliance of the same with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, applicable Environmental Laws and Safety Laws. (b) To the Knowledge For purposes of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Sellerthis Section 3.27 only, all properties references to "Amitek" is intended to include any and equipment used all other entities to which Amitek may be considered a successor under applicable Environmental Laws. The representations and warranties in this section are the Business have been free of, only representations and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law warranties with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateEnvironmental Laws or Environmental Liabilities and Costs, or local Governmental Authority with respect to groundwater, soil, Safety Laws or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or Safety Liabilities and Costs notwithstanding any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetslanguage in this Agreement of general applicability. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of the Seller Disclosure Schedule, to To the Knowledge of Sellerthe Sellers, Seller SSC and 1245 Properties has its Affiliates have complied in all Material respects with all Environmentallaws (including rules and regulations thereunder) of federal, Healthstate, local, and Safety Laws with respect to foreign governments (and all agencies thereof) concerning the Acquired Assetsenvironment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, comply with any such law or regulation. (ii) SSC has no Liability (and to the Knowledge of Sellerthe Sellers there is no Basis for any present or future charge, Seller complaint, action, suit, proceeding, hearing, investigation, claim, or demand against SSC giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety. (iii) To the Knowledge of the Sellers, SSC does not have any Material Liability (and SSC has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against SSC giving rise to any Liability) for any illness of or personal injury to any employee. (iv) To the Knowledge of the Sellers, SSC has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, local, and foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or local Governmental Authority with respect protection of the environment, including laws relating to groundwateremissions, soildischarge, releases, or air monitoring; the storagethreatened releases of pollutants, burial, release, transportationcontaminants, or disposal of Hazardous Substances; chemical, industrial, hazardous, or the use of underground storage tanks by Seller toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedulemanufacture, Seller does not have any agreement with any federalprocessing, statedistribution, use, treatment, storage, disposal, transport, or local Governmental Authority handling of pollutants, contaminants, or any other third party relating to any environmental matter chemical, industrial, hazardous, or environmental cleanup with respect to the Acquired Assetstoxic materials or wastes. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 The Seller and, to its Knowledge, its respective predecessors and Affiliates have complied with all Laws applicable to any of the Acquired Assets concerning the environment, public health and safety, except where such failure to comply will not have a Material Adverse Effect, and no Adverse Consequence has been filed or commenced against the Seller Disclosure Schedulealleging any failure to comply with any such Law where such Adverse Consequence or failure so to comply would have a Material Adverse Effect. (ii) In connection with any of the Acquired Assets, the Seller has no Liability arising out of its operation of the Acquired Assets since its original acquisition thereof (and, to the Knowledge of the Seller, there is no Basis related to the past or present operations, properties, or facilities of the Seller and 1245 Properties its respective predecessors and Affiliates for any Adverse Consequence against the Seller giving rise to any Liability) under any Law concerning the release or threatened release of hazardous substances, public health and safety, pollution, or protection of the environment, except for such Liability that would not constitute a Material Adverse Effect. (iii) In connection with any of the Acquired Assets, the Seller and, to the Knowledge of the Seller, its respective predecessors and Affiliates have not handled or disposed of any substance, arranged for the disposal of any substance, or owned or operated any property or facility in any manner that could form the Basis for any Adverse Consequence for damage to any site, location, or body of water (surface or subsurface), or for illness or personal injury, except for any such Liability or Adverse Consequence that would not constitute a Material Adverse Effect. (iv) In connection with any of the Acquired Assets, the Seller has complied with all Environmentalno Liability for (and the Seller has not exposed any employee to) any substance or condition that could form the Basis for any Adverse Consequence for any illness of or personal injury to any employee, Health, and Safety Laws with except for any such Liability or Adverse Consequence that would not constitute a Material Adverse Effect. (v) With respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmentalfederal, Healthstate, local, and Safety Lawsforeign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or protection of the environment, including Laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes, except for any such noncompliance that would not constitute a Material Adverse Effect. (bvi) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used by the Seller in connection with any of the Business Acquired Assets have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, and are currently free of reportable releases or spills of any other Extremely Hazardous Substances. (dvii) Any and all product labeling of the Seller in connection with any of the Acquired Assets has been in conformity with applicable Laws in all material respects. (viii) To the Knowledge of the Seller, following no pollutant, contaminant, or chemical, industrial, hazardous, or toxic material or waste ever has been buried, stored, spilled, leaked, discharged, emitted, or released on any real property that the ClosingSeller, no material capital expenditures shall be required by Purchaser to insure compliance in connection with any Environmental, Health and Safety Law with respect to of the Acquired Assets. There is no pending audit known to Seller by any federal, stateleases or ever has owned or leased during the period of such ownership or leasing, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of and the Seller Disclosure Schedule, Seller does is not have aware of any agreement with any federal, state, or local Governmental Authority or such occurrence thereon at any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetstime. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on SCHEDULE 3.24, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Buyer with correct and complete copies of all reports and studies within the possession or control of the Company or the Sole Stockholder with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by the Company. (b) To Except as set forth on SCHEDULE 3.24, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of SellerExcept as set forth on SCHEDULE 3.24, all properties owned (previously or currently) or leased and equipment used in the Business business of the Company, and its predecessors and Affiliates, have been free ofof asbestos, PCB's, underground storage tanks, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described The Company, its Subsidiaries, and all Persons for whose conduct the Company or any of its Subsidiaries may be responsible, is in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied material compliance with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of SellerCompany and Subsidiaries have obtained, Seller has obtained and been are in material compliance in all material respects with with, all of the material terms and conditions of all permits, licenses, and other authorizations in connection with the Business material Permits which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) . To the Knowledge best of SellerSellers Knowledge, Seller and 1245 Properties the Company has no Liability, nor does any Subsidiary have no any Liability (and Seller has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against Seller the Company giving rise to any material Liability) ), for (i) damage to any site, location, location or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) . To the Knowledge best of SellerSellers Knowledge, all properties and equipment used in the Business business of the Company or its Subsidiaries have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d. Any exception to this paragraph is set forth on §3(w) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described disclosed in Section 3.23 ss. 3.27 of the Seller Disclosure Schedule: (i) the Company is and has been in compliance with all applicable Environmental Laws and Safety Laws the violation of which could have a Material Adverse Effect; (ii) the Company has obtained, and is and has been in material compliance with the conditions of, all Environmental Permits required for the continued conduct of the business of the Company in the manner now conducted and presently proposed to be conducted; (iii) the Company has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all Environmental Permits for the continued conduct of the business of the Company in the manner now conducted and presently proposed to be conducted; (iv) there are no past or present events, conditions or circumstances related to environmental or health and safety matters that are likely to have a Material Adverse Effect or which would interfere with compliance with any Environmental Law or Permit or Safety Law; (v) there are no circumstances or conditions present at or arising out of the present or, to the Knowledge of Sellerthe Sellers, Seller former assets, properties, leaseholds, businesses or operations of the Company in respect of off-site storage, transportation or disposal of, or any off-site Release of, a Chemical Substance which reasonably may be expected to give rise to any Environmental Liabilities and 1245 Properties Costs; (vi) there are no circumstances or conditions present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Company, including but not limited to any on-site Storage, use, disposal or Release of a Chemical Substance, which reasonably may be expected to give rise to any Environmental Liabilities and Costs or Safety Liability and Costs; (vii) none of the Company or the Sellers or the present or past assets, properties, business, leaseholds or operations of the Company has complied with all Environmentalreceived or is subject to, Healthor within the past three years has been subject to, any outstanding order, decree, judgment, complaint, agreement, claim, citation, or notice or is subject to any ongoing judicial or administrative proceeding indicating that the Company, the Sellers or the past and present assets of the Company are or may be: (A) in violation of any Environmental Law; (B) in violation of any Safety Laws Laws; (C) responsible for the on-site or off-site storage or Release of any Chemical Substance; or, (D) liable for any Environmental Liabilities and Costs or Safety Liabilities and Costs; (viii) none of the Company or the Sellers have any reason to believe that the Company will become subject to a matter identified in subsection (vii); and, no investigation or review with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentencesuch matters is pending or, to the Knowledge of Sellerthe Company or the Sellers, Seller is threatened, nor has obtained and been in compliance in all material respects with all any authority or other third-party indicated an intention to conduct the same; (ix) neither the business of the terms Company nor any of its properties or assets is subject to, or as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental Laws which require notice, disclosure, cleanup or approval prior to transfer of the shares or the business of the Company or which will impose Liens on any such asset or property or otherwise interfere with or affect the business of the Company; (x) Section 3.27 of the Disclosure Schedule lists all property presently or previously leased, owned or operated by the Company and conditions identifies all such property (and the area within that property) that has been used by the Company or, to the Knowledge of the Sellers, by any other Person (including a prior owner or operator) for the storage or disposal of Chemical Substances; (xi) Section 3.27 of the Disclosure Schedule lists all off-site locations, including, without limitation, commercial waste disposal facilities or municipal landfills, to which or at which Chemical Substances originating from the Company, or its assets, properties or business have been sent (or otherwise have come to be located) in amounts that would require a waste manifest under the Resource Conservation and Recovery Act of 1976 as now in effect for treatment, storage, disposal, reuse or recycling; (xii) Section 3.27 of the Disclosure Schedule sets forth a list of all permitsunderground storage tanks owned or operated at any time by the Company and except as disclosed in ss. 3.27 of the Disclosure Schedule, licensesno such tank is leaking or has leaked at any time in the past, and other authorizations there is no pollution or contamination of the Environment caused by or contributed to or threatened by a Release of a Chemical Substance from any such tank; and (xiii) Section 3.27 of the Disclosure Schedule lists all environmental audits, inspections, assessments, investigations or similar reports in connection the Company's possession or of which the Sellers or the Company have Knowledge relating to the assets, properties, or business of the Company or the compliance of the same with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, applicable Environmental Laws and Safety Laws. (b) To For purposes of this ss. 3.27 only, all references to the "Company" are intended to include any and all other entities to which, to the Knowledge of Sellerthe Sellers, Seller the Company may be considered a successor under applicable Environmental Laws. The representations and 1245 Properties have no Liability (warranties in this ss. 3.27 are the only representations and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law warranties with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateEnvironmental Laws or Environmental Liabilities and Costs, or local Governmental Authority with respect to groundwater, soil, Safety Laws or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or Safety Liabilities and Costs notwithstanding any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetslanguage in this Agreement of general applicability. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in set forth on Section 3.23 2(l) of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties : (i) The NAME Group has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all Environmental Laws, which compliance includes the possession of and compliance with the terms and conditions of all permits, licensesany Environmental Permits, and other authorizations in connection with all such Environmental Permits are set forth on Section 2(l)(i) of the Disclosure Schedule. (ii) No Environmental Claim has been served, filed, or commenced, and there is no pending or, to the Sellers’ knowledge, threatened Environmental Claim, against (A) any of the NAME Group, (B) any Person whose liability for Environmental Claims any of the NAME Group may have assumed contractually or by operation of law, or (C) relating to the Business which are required or the operation or use of the Assets. (iii) There is no material Environmental Condition at, under, and in the vicinity of or emanating from any of the Real Property. (iv) None of the NAME Group or any of their respective predecessors or Affiliates has complied with all other limitationstreated, restrictionsstored, conditionsdisposed of, standardsarranged for or permitted the disposal of, prohibitionstransported, requirementshandled, or Released any Hazardous Materials in such manner as have given or would give rise to any Liabilities (contingent or otherwise) or investigative, corrective or remedial obligations, schedulespursuant to any Environmental Law. (v) None of the NAME Group has entered into or is the subject of any consent order or other similar agreement with any governmental authority that imposes obligations under Environmental Laws on any of the NAME Group. (vi) None of the NAME Group has, and timetables which are contained ineither expressly or by operation of Law, all Environmentalassumed or undertaken any Liability, Healthincluding without limitation any obligation for corrective or remedial action, and Safety of any other Person relating to Environmental Laws. (bvii) To the Knowledge of SellerSellers’ knowledge, Seller and 1245 Properties there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have no Liability (and Seller has not handled been treated, stored or disposed of on any Hazardous Substanceof the Real Property. (viii) To the Sellers’ knowledge, arranged for the disposal there has been no Release of any Hazardous Substance, exposed Material on any employee employed in connection with of the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner Real Property that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving would give rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business liability under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawEnvironmental Laws. (cix) To the Knowledge Sellers’ knowledge, none of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous SubstancesReal Property is subject to any Environmental Lien. (dx) To the Knowledge Sellers’ knowledge, there is no asbestos or asbestos-containing material on any of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect Real Property. (xi) The NAME Group has provided to the Acquired Assets. There is no pending audit known to Seller by any federalBuyer true, statecorrect and complete copies of all environmental assessments, audits, permits, reports, correspondence or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller other material documentation on environmental matters or relating to the facilities of Seller used any Environmental Law or Environmental Condition in the Businessits possession or control. Except as described in Section 3.23 None of the Seller Disclosure Schedule, Seller does not have foregoing knowledge qualifiers shall apply to any agreement with any federal, stateOwned Real Property, or local Governmental Authority Leased Real Property leased from any Seller or any other third party relating to any environmental matter Affiliate or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results relative of any reportsSeller, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller employee of the NAME Group or 1245 Properties is Affiliate or may be held responsible in connection with relative of any employee of the Business or Acquired Assets, with Environmental, Health, and Safety LawsNAME Group.

Environment, Health, and Safety. Except as set forth in Section 3.22 of the Disclosure Schedule: (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to Company and the Knowledge of Seller, Seller and 1245 Properties Subsidiaries (i) has complied with all the Environmental, Health, and Safety Laws with respect to the Acquired Assets, in all material respects and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any such failure so to comply. Without limiting the generality comply or asserting any liability of the preceding sentenceCompany or any of the Subsidiaries under the Environmental Health and Safety Laws, to the Knowledge of Seller, Seller (ii) has obtained and is and has been in compliance in all material respects with all of the terms and conditions of all material permits, registrations, licenses, and other authorizations in connection with the Business which are required underunder the Environmental, Health, and Safety Laws and to the Knowledge of API and Seller no reason exists why the Company and the Subsidiaries would not be capable of continued operation of the Business, as currently operated, in full material compliance with such permits, licenses and other authorizations and the applicable Environmental, Health, and Safety Laws, and (iii) has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all in the Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (API, neither the Company nor any of and Seller the Subsidiaries has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving give rise to any material Liability) liability, for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of SellerSeller and API there are no conditions existing at any real property presently or formerly owned, all properties and equipment used in used, leased, occupied, managed or operated by the Business have been free ofCompany or any of the Subsidiaries (collectively, the "Real Property"), or with respect to the Business, that require remedial or corrective action, removal, monitoring or closure pursuant to applicable Environmental, Health, and are currently free of reportable releases or spills of Hazardous SubstancesSafety Laws. (d) To the Knowledge of SellerSeller and API the Real Property does not contain any Hazardous Substances in, following the Closingon, no material capital expenditures shall be required by Purchaser to insure compliance with over, under or at it, in concentrations which would violate any applicable Environmental, Health Health, and Safety Law with respect Laws or would be reasonably likely to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used result in the Business. Except as described in Section 3.23 imposition of liability or obligations on the present or former owner, operator, manager or operator of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or Real Property under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with applicable Environmental, Health, and Safety Laws, including any liability or obligations for the investigation, clean-up, corrective action, remediation or monitoring of Hazardous Substances in, on, over, under or at the Real Property. (e) The Company has made available to Buyer or its designated representatives all environmental reports, assessments, audits, studies, investigations, data, permits and other material written environmental information in its custody, possession or control concerning the Company or any of the Subsidiaries and the Real Property. (f) Neither the Company nor any of the Subsidiaries has contractually, or to the Knowledge of Seller or API, by operation of law, by the Environmental, Health, and Safety Laws, or otherwise, assumed or succeeded to any environmental liabilities or obligations of any predecessors or any other Person or entity.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on SCHEDULE 3.26 ***, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) To Except as set forth on SCHEDULE 3.26 ***, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired AssetsLaw. There is no pending audit known to Seller by any federal, state, THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (c) all properties owned or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller leased and equipment used in the Business. Except as described in Section 3.23 business of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, HealthCompany, and Safety Lawsits predecessors and Affiliates, have been free of asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and Extremely Hazardous Substances.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Company and 1245 Properties has its Subsidiaries have complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has Company and its Subsidiaries have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) To the Knowledge of Seller, Seller Company and 1245 Properties its Subsidiaries have no Liability (and Seller has the Company and its Subsidiaries have not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company or its Subsidiaries giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of Seller, all properties owned or leased and equipment used in the Business business of the Company and its Subsidiaries, and their respective predecessors and Affiliates, have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on SCHEDULE 3.24, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Buyer with correct and complete copies of all reports and studies within the possession or control of the Company or the Sole Stockholder with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by the Company. (b) To Except as set forth on SCHEDULE 3.24, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of Seller, all All properties owned (previously or currently) or leased and equipment used in the Business business of the Company, and its predecessors and Affiliates, have been free ofof asbestos, PCB's, underground storage tanks, methylene chloride, trichloroethylene, 1,2- transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 To the best knowledge of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties AATBS, AATBS has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, AATBS alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge best knowledge of SellerSeller and AATBS, Seller AATBS has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (bii) To the Knowledge best knowledge of Seller, Seller and 1245 Properties have no Liability (AATBS after due diligence and Seller investigation. AATBS has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller AATBS giving rise to any material Liability) liability for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (ciii) To the Knowledge best knowledge of SellerSeller and AATBS, no predecessor or affiliate of AATBS has handled or disposed of any substance, arranged for the disposal of any substance, exposed any employee or other individual to any substance or condition, or owned or operated any property or facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against AATBS giving rise to any liability for damage to any site, location, or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any reason under any Environmental, Health, and Safety Law. (iv) Except as set forth on Schedule 20.23 hereto, all -------------- properties and equipment used in the Business business of AATBS, its predecessors and affiliates, have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases other hazardous substances or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or wastes regulated under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws. (v) For purposes of this Agreement, the term "Environmental, Health, and Safety Laws" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Resource Conservation and Recovery Act of 1976, and the Occupational Safety and Health Act of 1970, each as amended, together with all other laws (including rules, regulations, codes, plans, injunctions, judgments, orders, decrees, rulings, and charges thereunder) of federal, state, local, and foreign governments (and all agencies thereof) concerning pollution or protection of the environment, public health and safety, or employee health and safety, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 Each of the Seller Disclosure ScheduleCompany, to the Knowledge its Affiliates, and any predecessors of Seller, Seller and 1245 Properties either has complied with all EnvironmentalLaws concerning pollution or protection of the environment, Healthpublic health and safety, and Safety employee health and safety, including Laws with respect relating to emissions, discharges, releases, or threatened release of pollutants, contaminants, or chemical, industrial, hazardous, or toxic materials or wastes (including petroleum and any fraction or derivative thereof) into ambient air, surface water, ground water, or lands, or otherwise relating to the Acquired Assetsmanufacture, and no actionprocessing, suitdistribution, proceedinguse, hearingtreatment, investigationstorage, chargedisposal, complaint, claimtransport, or demand hauling of such substances (collectively, "Environmental Laws"). No Proceeding has been filed or commenced against Seller the Company, any Affiliate, or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any predecessor of either alleging any failure so to complycomply with any Environmental Laws. Without limiting the generality of the preceding sentence, to each of the Knowledge Company, its Affiliates, and any predecessors of Seller, Seller either has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business Permits which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Environmental Laws. (bii) To the Knowledge of Seller, Seller and 1245 Properties The Company does not have no Liability any liability (and Seller neither the Company, any Affiliate, nor any predecessor of either has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned owned, operated, or operated used any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand future Proceeding against Seller the Company giving rise to any material Liabilityliability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Environmental Law. (ciii) To the Knowledge of Seller, all All properties and equipment used in the Business business of the Company, its Affiliates, and any predecessors of either have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Hazardous Substancesother extremely hazardous substances as defined by any Law. (div) To Except as set forth on Schedule 4.3(u), any fuel storage tanks located at properties owned or used by the Knowledge Company in its business comply in all respects with applicable Laws, do not leak, are registered with the appropriate state agency (and all required actions in connection therewith have been taken) in the manner permitting the Company to take advantage of Sellerany state liability limitation, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateinsurance, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or similar program relating to the facilities of Seller used fuel storage tanks, and such tanks are not scheduled for removal in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetsnext five years. (ev) Seller The Company has delivered to Purchaser Buyer true and complete copies and results of any reports, studies, analyses, tests tests, or monitoring possessed concerning the Company or initiated any property owned or used by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or the Company concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Environmental Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Company and 1245 Properties has its Subsidiaries have complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has Company and its Subsidiaries have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) To the Knowledge of Seller, Seller Company and 1245 Properties its Subsidiaries have no Liability (and Seller has the Company and its Subsidiaries have not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company or its Subsidiaries giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of Seller, all properties owned or leased and equipment used in the Business business of the Company and its Subsidiaries, and their respective predecessors and Affiliates, have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the BusinessTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED

Environment, Health, and Safety. (a) Except as described in Section 3.23 To the knowledge of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller each of the Company and 1245 Properties has complied its Subsidiaries are in compliance with all Environmental, Health, Environmental and Safety Laws with respect to Requirements (including all permits and licenses required thereunder). Neither the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claimCompany nor any of its Subsidiaries has received any oral or written notice of any actual or alleged violation of, or demand has been filed any Liability under or commenced against Seller potential Liabilities (whether accrued, absolute, contingent, unliquidated or 1245 Propertiesotherwise) relating to them or their facilities (including, without limitation, the Real Property) under, any Environmental and no notice has been received by Seller or 1245 Properties, alleging any failure so to complySafety Requirements. Without limiting Neither this Agreement nor the generality consummation of the preceding sentencetransactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to the Knowledge or consent of Seller, Seller has obtained and been in compliance in all material respects with all any government agencies or third parties pursuant to any of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, so called "transaction-triggered" or "responsible property transfer" Environmental and Safety LawsRequirements. (b) To the Knowledge knowledge of the Seller, Seller and 1245 Properties have no Liability (and Seller neither the Company nor any of its Subsidiaries has not handled or treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of of, transported, handled or released any Hazardous Substancesubstance, exposed including, without limitation, any employee employed in connection with the Business hazardous or other individual to any Hazardous Substance toxic substance, material or conditionwaste or owned, or owned occupied or operated any facility or property (and no such property or facility in connection with the Business in is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving substance) so as would give rise to any material LiabilityLiabilities of the Company or its Subsidiaries pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") for or the Solid Waste Disposal Act, as amended (i"SWDA") damage to or any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health other Environmental and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawRequirements. (c) To The Company and its Subsidiaries have made available to the Knowledge Purchaser all environmental, and all occupational health and safety, audits, assessments, reports and other documents relating to the Company or its Subsidiaries, and any of Sellertheir properties or facilities (including properties or facilities that they intend to acquire and properties or facilities that they have sold or vacated), all properties and equipment used that are in the Business have been free ofpossession, and are currently free custody, or control of reportable releases the Company or spills of Hazardous Substancesits Subsidiaries. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law No circumstances with respect to the Acquired Assets. There is no pending audit known to Seller by past or current operations or facilities of the Company or any federal, stateof its Subsidiaries or any predecessor or Affiliate (including any onsite or offsite disposal or release of, or local Governmental Authority with respect to groundwatercontamination by, soilhazardous or toxic substances, materials or wastes) will hinder or prevent continued compliance with, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating give rise to any environmental matter Liability (including any corrective or environmental cleanup with respect to the Acquired Assetsremedial obligation) under any Environmental and Safety Requirements. (e) Seller To the knowledge of the Seller, neither the Company nor any of its Subsidiaries has delivered assumed (either contractually or by operation of law), undertaken, retained, or otherwise become subject to Purchaser true and complete copies and results any Liability of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, relating to Environmental and Safety LawsRequirements.

Environment, Health, and Safety. (a) Except as described disclosed in Section 3.23 (S) 3.27 of the Seller Disclosure Schedule, as of the date of this Agreement: (i) to the Knowledge of the Company, the Company is and has been in compliance with all applicable Environmental Laws, Safety Laws and Environmental Permits; (ii) to the Knowledge of the Company, the Company has obtained, and is and has been in material compliance with the conditions of, all Environmental Permits required for the continued conduct of the business of the Company in the manner presently conducted; (iii) to the Knowledge of the Company, the Company has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all Environmental Permits necessary for the continued conduct of the business of the Company in the manner presently conducted; (iv) to the Knowledge of the Company, there are no past or present events, conditions or circumstances that are likely to materially interfere with or otherwise adversely affect in any material respect the business of the Company in the manner now conducted or which would materially interfere with compliance with any applicable Environmental Law, Environmental Permit or Safety Law; (v) to the Knowledge of the Company, no off-site storage, transportation or disposal of, or any off-site Release by the Company of, a Hazardous Substance reasonably may be expected to give rise to any material Environmental Liabilities and Costs; (vi) to the Knowledge of the Company, no on-site Storage, use, disposal or Release by the Company of a Hazardous Substance reasonably can be expected to give rise to any material Environmental Liabilities and Costs; (vii) the Company has not received within the past three years, nor is it currently subject to, any outstanding order, decree, judgment, complaint, agreement, claim, citation, or notice or is subject to any ongoing judicial or administrative proceeding indicating that the Company, the Sellers or the past and present assets of the Company or its Subsidiaries are or may be: (A) in material violation of any Environmental Law; (B) in material violation of any Safety Laws; (C) responsible for the on-site or off-site storage or Release of any Hazardous Substance; or (D) liable for any material Environmental Liabilities and Costs or Safety Liabilities and Costs; (viii) none of the Sellers know that the Company will become subject to a matter identified in subsection (vii); and no investigation or review with respect to such matters is pending or, to the Knowledge of the Company, is threatened, nor has any governmental authority or other third- party indicated in writing to the Company an intention to conduct the same; (ix) the Company has not received written notice from any governmental authority that any of its properties or assets is subject to, or as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental Laws which will impose Liens on any such asset or property or otherwise materially interfere with or adversely affect in any material respect the business of the Company; (x) Section 3.27 of the Disclosure Schedule sets forth a list of all underground storage tanks owned or operated at any time by the Company and, except as disclosed in (S) 3.27 of the Disclosure Schedule, to the Knowledge of Sellerthe Company (i) no such tank is leaking Hazardous Substances or has leaked at any time in the past and (ii) there is no pollution or contamination of the Environment caused by or contributed to or threatened by a Release of a Hazardous Substance from any such tank; and (xi) Section 3.27 of the Disclosure Schedule lists all environmental audits, Seller and 1245 Properties has complied with all Environmentalinspections, Healthassessments, and Safety Laws with respect investigations or similar reports in the Company's possession or of which the Company is aware relating to the Acquired AssetsCompany's assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, properties or demand has been filed business or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality compliance of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects same with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, applicable Environmental Laws and Safety Laws. (b) To the Knowledge For purposes of Seller, Seller and 1245 Properties have no Liability this (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material LiabilityS) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller3.27 only, all properties references to the "Company" are intended to include any and equipment used all other entities to which the Company is considered a successor under applicable Environmental Laws. The representations and warranties in this Section are the Business have been free of, only representations and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law warranties with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateEnvironmental Laws or Environmental Liabilities and Costs, or local Governmental Authority with respect to groundwater, soil, Safety Laws or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or Safety Liabilities and Costs notwithstanding any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetslanguage in this Agreement of general applicability. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on Schedule 3.23, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Buyer with correct and complete copies of all reports and studies within the possession or control of the Company or any Stockholder with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by the Company. (b) To Except as set forth on Schedule 3.23, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) any type of response costs or damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect Law, and no property or facility owned or operated by the Company (previously or currently) will subject Buyer to any such Liability for any conditions, circumstances, acts or omissions occurring or arising on or before the Acquired Assets. There is no pending audit known to Seller by any federalClosing Date. (c) Except as set forth on Schedule 3.23, state, all properties owned or local Governmental Authority with respect to groundwater, soil, operated (previously or air monitoring; the storage, burial, release, transportation, currently) or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller leased and equipment used in the Business. Except as described in Section 3.23 business of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, HealthCompany, and Safety Lawsits predecessors and Affiliates, have been free of asbestos, PCBs, underground storage tanks, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and Extremely Hazardous Substances.

Environment, Health, and Safety. Seller is not required to have any permit, license, order or approval, nor is Seller required to make any filings with any federal, state or local governmental or regulatory bodies relating to, arising under or required by federal, state and local laws, rules, regulations, codes, judgments and decrees concerning pollution or protection of the environment (a) Except the “Environmental Laws”). Other than as described set forth in Section 3.23 6.23 of the Seller Disclosure ScheduleSchedules, the Business has been operated by Seller in compliance with all applicable Environmental Laws, including possession and compliance with the terms of all Permits required by Environmental Laws, (ii) there are no facts or circumstances of which Seller has Knowledge that would reasonably be expected to result in an increase in the cost of maintaining such compliance in the next twelve months, (iii) Seller has not received a summons, citation, order, letter or other written communication from any Governmental Authority under any of the Environmental Laws during the five (5) year period ending on the Execution Date and there are no pending, or to the Knowledge knowledge of Seller, Seller and 1245 Properties has complied with all Environmentalthreatened suits, Healthactions, and Safety investigations or Proceedings under or pursuant to Environmental Laws with respect to by the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, Environmental Protection Agency or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating Person against Seller, (iv) to Seller’s knowledge, neither Seller nor any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility property owned, leased or operated occupied by Seller in whole or 1245 Properties in part, is the subject of any order or concerning compliance by Seller directive of any Governmental Authority relating to asbestos-containing materials and, to Seller’s knowledge, the Leased Real Property is free of contamination from hazardous materials that is reasonably likely to create liability for clean-up or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Healthremediation under Environmental Laws, and Safety (v) no facts, circumstances or conditions relating to, associated with or attributable Seller’s operations thereon has resulted in or is reasonably likely to result in any Liabilities which arise under or are based upon Environmental Laws.

Environment, Health, and Safety. (ai) Except as described The Company’s business and any assets used therein are, and for the past three years have been, in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied compliance with all Environmental, Health, and Safety applicable Environmental Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which respects; there are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled Hazardous Materials stored or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities otherwise located in, on or under any facility ownedof the real property of (or used by) the Company, leased including, without limitation, the groundwater, except in compliance with applicable Environmental Laws; there have been no releases or, to the knowledge of the Company, threatened releases of Hazardous Materials in, on or operated by Seller under any real property of (or 1245 Properties used by) the Company which have not been remediated to the satisfaction of the appropriate governmental agency and in compliance with Environmental Laws; and to the knowledge of the Company, there have been no releases or concerning threatened releases of Hazardous Materials in, on or under any property adjoining any of the real property of (or used by) the Company which have not been remediated to the satisfaction of the appropriate governmental agency and in compliance by Seller with Environmental Laws. (ii) None of the assets or 1245 Properties operations of (or used by) the Company is the subject of any other Person for whose conduct Seller federal, state or 1245 Properties local investigation evaluating whether (A) any remedial action is needed to respond to a release or may be held responsible threatened release of any Hazardous Materials into the environment or (B) any release or threatened release of any Hazardous Materials into the environment is in contravention of any Environmental Law. (iii) The Company has not received any notice or claim, nor are there pending or, to the knowledge of the Company, threatened or reasonably anticipated lawsuits or proceedings against the Company, with respect to any violation of an Environmental Law or in connection with the Business presence of or Acquired Assets, with Environmental, Healthexposure to any Hazardous Materials in the environment or any release or threatened release of any Hazardous Materials into the environment, and Safety Lawsthe Company is not, nor has it ever been, the owner or operator of any property which, to the knowledge of the Company, (A) pursuant to any Environmental Law has been placed on any list of Hazardous Materials disposal sites, including, without limitation, the “National Priorities List” or “CERCLIS List,” (B) has, or had, any subsurface storage tanks located thereon, or (C) has ever been used as or for a waste disposal facility, a mine, a gasoline service station or a petroleum products storage facility. (iv) The Company has no present or contingent liability in connection with the presence either on or off any real property of (or used by) the Company of any Hazardous Materials in the environment or any release or threatened release of any Hazardous Materials into the environment.

Environment, Health, and Safety. Except as set forth in Section 4.18 of the Disclosure Schedule: (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Company and 1245 Properties its Subsidiaries has at all times complied and is in compliance with all Environmentalapplicable Environmental and Safety Requirements in all material respects. (b) Each of the Company and its Subsidiaries has obtained, Healthmaintains, and Safety Laws with respect to the Acquired Assetshas at all times complied in all material respects with, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been is in compliance in all material respects with all of the terms and conditions of with, all permits, licenses, licenses and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, pursuant to applicable Environmental and Safety LawsRequirements for the operation of the Company and the occupation of Owned Real Property and the Leased Real Property. (bc) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller The Company has not handled received any written notice regarding any actual or alleged violation of, or any liabilities or potential liabilities arising under, applicable Environmental and Safety Requirements, relating to the Company, any of its Subsidiaries, or any of their respective predecessors or affiliates, or any of their current or former properties or facilities and arising under Environmental and Safety Requirements. (d) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in (and no such property or facility is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving Hazardous Substance) so as to give rise to any material Liability) liabilities (contingent or otherwise), including any liability for (i) damage to any siteresponse costs, locationcorrective action costs, personal injury, property damage, natural resources damages or attorney fees, or body of water (surface any investigative, corrective or subsurface) used in connection with the Business under any Environmentalremedial obligations, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect pursuant to the Acquired Assets. There is no pending audit known to Seller by any federalComprehensive Environmental Response, stateCompensation and Liability Act of 1980, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority amended (“CERCLA”) or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetsapplicable Environmental and Safety Requirements. (e) Seller Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” applicable Environmental and Safety Requirements. (f) Neither the Company nor any of its Subsidiaries has delivered to Purchaser true and complete copies and results assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller relating to applicable Environmental and Safety Requirements. (g) Neither the Company nor any of its Subsidiaries have any liability (contingent or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assetsotherwise), with Environmentalrespect to the presence or alleged presence of asbestos, Healthsilica, lead, mercury, or other Hazardous Substances in any product or item or at or upon any property or facility. (h) The Company has furnished or made available to Parent and Safety LawsMerger Sub all environmental audits, environmental assessments and environmental investigation reports and all other documents materially bearing on environmental, health or safety liabilities, in each case relating to the Company, any of its Subsidiaries, or any of their respective predecessors or affiliates, or any of their current or former properties or facilities, to the extent such documents are in the possession of, or under the reasonable control of, the Company, its Subsidiaries, or any of the Company Shareholders who are signatories to this Agreement.

Environment, Health, and Safety. Except as set forth in Section 3.17 of the Disclosure Schedule: (a) Except as described Each of the Sellers, is and has been in compliance with all applicable Environmental, Health and Safety Laws, except where the failure to so comply would not, in the aggregate, have a Material Adverse Effect on the Business. (b) The Sellers maintain all permits, licenses, certificates, approvals and authorizations of the registrations with and under the Environmental, Health and Safety Laws required for the operation of the business, except where the failure to maintain same would have a Material Adverse Effect on the Business. Such permits, licenses, and other Governmental Authorizations are currently in full force and effect, and a list of such permits, licenses and other Governmental Authorizations is set forth in Section 3.23 3.17(b) of the Seller Disclosure Schedule. (c) None of the Sellers has (i) generated, handled, manufactured, refined, transported, treated, stored, transferred, produced, or processed any Hazardous Material or any solid waste at any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers, except in compliance with all applicable Environmental, Health and Safety Laws, (ii) disposed of or released any Hazardous Material or any solid waste at any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers, or (iii) transported any Hazardous Material to, or arranged with a third party for the treatment, storage, disposal, or transport of any Hazardous Material at or to, any site, except in compliance with all applicable Environmental, Health and Safety Laws. (d) The Sellers have not released, or caused or allowed any release or threatened release of, any Hazardous Materials on, in, under, adjacent to or affecting any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers and to the Knowledge of Sellers and Parent there is not, and has not been, any release or threatened release, or, except in compliance with all applicable Environmental, Health and Safety Laws, any presence of any Hazardous Material on, in, under, adjacent to, or affecting any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers. None of the Facilities, none of the Acquired Assets, and no other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers is listed, or to the Knowledge of Sellers and Parent, proposed for listing, on the National Priorities List under the Comprehensive Environmental Response. Compensation and Liability Act ("CERCLA") or the CERCLA Information System List or on any state list of contaminated properties. (e) No aboveground or underground storage tank, asbestos or asbestos-containing material in any form or condition, material, or equipment containing polychlorinated biphenyls, landfill, surface impoundment, or disposal area (i) to the Knowledge of Sellers and Parent, exists at any of the Facilities or any of the Acquired Assets, (ii) to the Knowledge of the Sellers and the Parent, existed at any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers during or prior to the period of such ownership, lease, control, operation, or occupancy, or (iii) is being or has at any time been used by any of the Sellers. (i) None of the Sellers has: (A) entered into or been, to the Knowledge of SellerSellers and Parent, Seller and 1245 Properties has complied subject to any consent decree, compliance order, or administrative order with all respect to the Business, any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers; (B) received notice under the citizen suit provision of any Environmental, HealthHealth and Safety Law in connection with the Business, any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers; (C) received any request for information, notice, demand letter, administrative inquiry, or formal or informal complaint or claim relating to Environmental, Health and Safety Laws with respect to the Business, any of the Facilities, any of the Acquired Assets, and no actionor any other property owned, suitleased, proceedingcontrolled, hearing, investigation, charge, complaint, claimoperated, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received occupied at any time by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentenceSellers; (D) received any written or oral notice, to the Knowledge of Sellerreport, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to information regarding any Hazardous Substance actual or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body alleged violation of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or any liabilities or potential liabilities (ii) for whether accrued, absolute, contingent, unliquidated or otherwise), including any illness of or personal injury to any employee employed in connection with the Business or other individualinvestigatory, remedial, or for any other reason corrective obligations, arising under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Business, any of the Facilities, any of the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating property owned, leased, controlled, operated, or occupied at any time by any of the Sellers, or (E) been Threatened or, to the Knowledge of Sellers and Parent, subject to any environmental matter or environmental cleanup enforcement action with respect to the Business, any of the Facilities, any of the Acquired Assets, or any other property owned, leased, controlled, operated, or occupied at any time by any of the Sellers. (eii) Seller has delivered to Purchaser true and complete copies and results No matters or actions of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities the types specified in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on SCHEDULE 3.24, the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Buyer with correct and complete copies of all reports and studies within the possession or control of the Company or the Sole Stockholders with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by the Company. (b) To Except as set forth on SCHEDULE 3.24, the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of SellerExcept as set forth on SCHEDULE 3.24, all properties owned (previously or currently) or leased and equipment used in the Business business of the Company, and its predecessors and Affiliates, have been free ofof asbestos, PCB's, underground storage tanks, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. Except as set forth on Section 3.17 to the Disclosure Schedule and except for matters that would not have a material adverse effect on the Business: (a) Except as described The Xxxxxx Parties' officers and directors and the Xxxxxx Parties have complied at all times through the date hereof in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied all material respects with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, chargeProceeding, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. In addition, no notice, request for information, or other inquiry has been received by any of them with respect to any environmental or health and safety matters, and there has been no Threatened Proceeding with respect to any of them under any Environmental, Health and Safety Laws. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has Xxxxxx Parties have obtained and been in material compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business Government Authorizations which are required under, and has have complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables Legal Requirements which are contained in, all Environmental, Health, Health and Safety Laws. (b) To None of the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller Xxxxxx Parties has not handled or disposed of any Hazardous SubstanceMaterial, arranged for the disposal of any Hazardous SubstanceMaterial, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, condition or owned or operated any property or facility in connection with the Business in any manner that could reasonably be expected to form the basis Basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand future Proceeding against the Seller giving rise to any material Liability) Liability for (i) any cost of investigation, remediation or other response actions, for damage to any siteproperty or natural resources, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to or under common law. Without limiting the Acquired Assets. There is generality of the foregoing, no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, emission or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results discharge of any reports, studies, analyses, tests Hazardous Material into the environment has occurred or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible currently occurring in connection with the Business Business, or Acquired Assetshas occurred at, on, into, under, or having originated at any Facility or property of the Xxxxxx Parties, except for -34- minimal amounts in compliance with Environmental, Health, Health and Safety LawsLaws incident to the ordinary operation of the Business.

Environment, Health, and Safety. (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to Advisor and the Knowledge of Seller, Seller and 1245 Properties Development Company has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to each of the Knowledge of Seller, Seller Advisor and the Development Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. A list of all permits, licenses and other authorizations required by Environmental, Health and Safety Laws is listed on Section 7.23 of the Disclosure Schedule and none of such permits, licenses and authorizations require notice or consent or any other action to remain in full force and effect following consummation of the transactions contemplated by this Agreement. (b) To Neither the Knowledge of SellerAdvisor nor the Development Company has any Liability, Seller and 1245 Properties have there are no Liability (facts, circumstances or conditions that could result in Liability, and Seller neither the Advisor nor the Development Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the treatment or disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Advisor or the Development Company giving rise to any material Liability) for (i) damage Liability with respect to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To Except as set forth on Section 7.23(c) of the Knowledge of SellerDisclosure Schedule, all properties and equipment used in owned or leased by the Business Advisor and the Development Company have been free ofof asbestos, PCB’s, toxic mold, underground storage tanks, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To The Advisor has furnished to CHP copies of all environmental assessments, reports, audits, and other documents in its possession or under its control that relate to the Knowledge environmental condition of Seller, following any real property currently or formerly owned or operated by the Closing, no material capital expenditures shall be required by Purchaser to insure Advisor or the Development Company and the Advisor’s and the Development Company’s compliance with any Environmental, Environmental Health and Safety Law with respect to the Acquired AssetsLaws. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsAll such information and documents are accurate and complete. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in set forth on Section 3.23 2.25 of the Seller Disclosure Schedule, to each of the Knowledge of Seller, Seller Company and 1245 Properties its respective predecessors has complied and is in material compliance with all Environmental, Health, Environmental and Safety Laws with respect to the Acquired Assets, Requirements (including all material permits and no action, suit, proceeding, hearing, investigation, charge, complaint, claimlicenses required thereunder). The Company has not received any oral or written notice of any actual or alleged violation of, or demand has been filed any Liability under or commenced against Seller potential Liabilities (whether accrued, absolute, contingent, unliquidated or 1245 Propertiesotherwise), including any investigatory, remedial or corrective obligation, relating to them or their facilities (including, without limitation, the Real Property) under, any Environmental and no notice has been received by Seller Safety Requirements. Neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or 1245 Propertiescleanup, alleging or notification to or consent of any failure government agencies or third parties pursuant to any of the so to comply. called “transaction-triggered” or “responsible property transfer” laws and regulations and Environmental and Safety Requirements. (b) Without limiting the generality of the preceding sentenceforegoing, to the Knowledge of SellerCompany has obtained, Seller has obtained complied, and been is in material compliance in with all material respects with all of the terms and conditions of all permits, licenses, licenses and other authorizations in connection with the Business which that are required underpursuant to applicable Environmental and Safety Requirements for the occupation of its facilities, the development and use of the Real Property, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge operation of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Lawits business. (c) To the Knowledge of Sellerthe Company, all properties and none of the following exists at any property or facility owned, occupied or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment used in the Business have been free of, and are currently free of reportable releases containing polychlorinated biphenyls; or spills of Hazardous Substances(iv) landfills or surface waste or waste water impoundments or other disposal areas. (d) To The Company has not treated, stored, disposed of, arranged for or permitted the Knowledge disposal of, transported, handled or released any hazardous or toxic substance, material or waste or owned, occupied or operated any facility or property (and no such property or facility is contaminated by any such substance, material, or waste) in a manner that has given or would reasonably be expected to give rise to Liability of Sellerthe Company (including any Liability for response, following the Closingremoval, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmentalremedial or corrective action costs, Health and Safety Law with respect natural resource damages or property damage) pursuant to the Acquired Assets. There is no pending audit known to Seller by any federalComprehensive Environmental Response, stateCompensation and Liability Act of 1980, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; as amended (“CERCLA”) or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except Solid Waste Disposal Act, as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority amended (“SWDA”) or any other third party relating applicable Environmental and Safety Requirements, and the Company has not received any notice that it is or may be subject to any environmental matter such Liability in connection with other facilities where the Company has arranged for the disposal of toxic substances, materials or environmental cleanup with respect to the Acquired Assetswastes. (e) Seller The Company has delivered furnished to Purchaser true the Acquiror all material environmental, and complete copies all material occupational health and results safety audits that relate to the Company, and any of its properties or facilities (including properties or facilities that the Company intends to acquire and properties or facilities that the Company has sold or vacated), that are or were in the possession, custody, or control of the Company. (f) To the Knowledge of the Company, no circumstances with respect to the past or current operations or facilities of the Company or any reportsof its predecessor (including any onsite or offsite disposal or release of, studiesor contamination by, analyseshazardous or toxic substances, tests materials or monitoring possessed wastes) will hinder or initiated by Seller prevent continued compliance with, or 1245 Properties pertaining give rise to Hazardous Substances any Liability (including any corrective or hazardous activities in, on or remedial obligation) under any facility ownedEnvironmental and Safety Requirements. (g) Except as set forth in Section 2.25(g) of the Disclosure Schedule, leased the Company has not assumed, undertaken, or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or otherwise become subject to any Liability of any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, relating to Environmental and Safety LawsRequirements.

Environment, Health, and Safety. (a) Except as described in Section 3.23 set forth on Schedule 4.25, each member of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company Group has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any member of the Company Group alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. The Company has provided Parent with correct and complete copies of all reports and studies within the possession or control of the Company Group or any Voting Stockholder with respect to past or present environmental conditions or events at any real property presently or previously owned or leased by any member of the Company Group. (b) To Except as set forth on Schedule 4.25, no member of the Knowledge of SellerCompany Group has any Liability in connection with any Environmental, Seller Health and 1245 Properties have no Liability Safety Laws (and Seller no member of the Company Group has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller any member of the Company Group giving rise to any material Liability) for (i) any type of response costs or damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Healthreason, and Safety Law. no property or facility owned or operated by any member of the Company Group (cpreviously or currently) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases will subject Parent or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser Merger Sub to insure compliance with any such Liability under any Environmental, Health and Safety Law with respect to for any conditions, circumstances, acts or omissions occurring or arising on or before the Acquired Assets. There is no pending audit known to Seller by any federalClosing Date. (c) Except as set forth on Schedule 4.25, state, all properties owned or local Governmental Authority with respect to groundwater, soil, operated (previously or air monitoring; the storage, burial, release, transportation, currently) or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller leased and equipment used in the Business. Except as described in Section 3.23 business of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, HealthCompany Group, and Safety Lawsits predecessors and Affiliates, have been free of asbestos, PCBs, underground storage tanks, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, polychlorinated biphenyls, landfills, surface impoundments, disposal areas and Extremely Hazardous Substances.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to To the Knowledge of the Seller, Seller each of the Company, its Subsidiaries, and 1245 Properties their respective predecessors and Affiliates has complied with all Environmental, Health, Environmental Laws and all Occupational Safety Laws with respect to the Acquired Assetsand Health Laws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of the Seller, Seller each of the Company, its Subsidiaries, and their respective predecessors and Affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Environmental Laws and all Occupational Safety and Health Laws. (b) To the Knowledge of the Seller, Seller none of the Company and 1245 Properties have no its Subsidiaries has any Liability (and Seller none of the Company, its Subsidiaries, and their respective predecessors and Affiliates has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller any of the Company and its Subsidiaries giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Environmental Laws and all Occupational Safety and Health Law. (c) To the Knowledge of the Seller, all properties and equipment used in the Business business of the Company, its Subsidiaries, and their respective predecessors and Affiliates have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 To the best of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Jxxxx X. Xxxxxx: (i) ABSOLUTE and 1245 Properties its predecessors has complied and is in compliance with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Requirements. (ii) Without limiting the generality of the preceding sentenceforegoing, to the Knowledge of Seller, Seller ABSOLUTE has obtained and been complied with, and is in compliance in all material respects with all of the terms and conditions of with, all permits, licenses, licenses and other authorizations in connection with the Business which that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all pursuant to Environmental, Health, and Safety LawsRequirements for the occupation of its facilities and the operation of its business. (biii) To the Knowledge of SellerNeither ABSOLUTE nor its predecessors has received any written or oral notice, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business report or other individual to information regarding any Hazardous Substance actual or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body alleged violation of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawRequirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements. (civ) To None of the Knowledge of Sellerfollowing exists at ABSOLUTE's owned or leased facilities: (1) underground storage tanks, all properties and (2) asbestos-containing material in any form or condition, (3) materials or equipment used in the Business have been free ofcontaining polychlorinated biphenyls, and are currently free of reportable releases or spills of Hazardous Substances(4) landfills, surface impoundments, or disposal areas. (dv) To Neither this Agreement nor the Knowledge consummation of Sellerthe transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, following the Closingor notification to or consent of government agencies or third parties. (vi) Neither ABSOLUTE nor any of its predecessors has, no material capital expenditures shall be required either expressly or by Purchaser operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to insure compliance with any Environmental, Health Health, and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federalRequirements. (vii) No facts, state, events or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or conditions relating to the facilities past or present facilities, properties or operations of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority ABSOLUTE or any other third party relating to any environmental matter of its predecessors will prevent, hinder or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning limit continued compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety LawsRequirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of set forth on SCHEDULE 3.26 and *** the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties Company has complied with all Environmental, Health, Health and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, Health and Safety Laws. (b) To Except as set forth on SCHEDULE 3.26 and *** the Knowledge of Seller, Seller and 1245 Properties have Company has no Liability (and Seller the Company has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous SubstanceTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH A *** AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, Health and Safety Law. (c) To the Knowledge of Seller, all properties owned or leased and equipment used in the Business business of the Company, and its predecessors and Affiliates, have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-transdichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described Ibis and the Business have at all times materially complied with and are in Section 3.23 material compliance with all Environmental Laws, including, without limitation, all Licenses and other authorizations that are required pursuant to Environmental Laws for the ownership and occupation of the Seller Disclosure Scheduleassets used by Ibis and the operation of the Business. Neither Ibis nor Isis, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsBusiness is aware of or has reason to be aware of or has received any notice, and no actionrequest for information, suitreport, proceedingorder, hearingdirective, investigationcommunication or other information, chargewritten or oral, complaint, claimregarding any actual or alleged violation of Environmental Laws, or demand has been filed any Claims or commenced against Seller other liabilities or 1245 Propertiespotential liabilities (whether accrued, and no notice has been received by Seller absolute, contingent, unliquidated or 1245 Propertiesotherwise) arising under Environmental Laws, alleging any failure so to comply. Without limiting the generality of the preceding sentence, relating to the Knowledge of SellerBusiness, Seller has obtained and been in compliance in all material respects with all of the terms and conditions of all permitsReal Property or Ibis, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or been resolved without liability to Ibis. Neither Ibis nor its Affiliates nor any of its legal predecessors has, in violation of Environmental Laws, treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of of, transported, handled, or Released, or exposed any Person to, any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or conditionMaterials, or owned or operated any property or facility in connection with (and no such property or facility including the Business in Real Property is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving such Hazardous Materials) so as to give rise to any material Liability) for current or future liability under Environmental Laws, including without limitation, any liability to investigate, remediate, cleanup, monitor or take any similar actions with respect to the environmental condition of any property (i) damage whether owned or non-owned), facility or treatment, storage or disposal facility. None of the following exists or to Isis’ or Ibis’ Knowledge, has ever existed at the Real Property: underground storage tanks, septic tanks, asbestos containing materials, polychlorinated biphenyls, lead-based paint, urea-formaldehyde, dumps, landfills, or waste disposal areas, sumps, pits, lagoons, surface impoundments or wetlands, or any contamination of any kind of the surface, subsurface, groundwater or surface water. Ibis has not assumed or become subject to, whether expressly or by operation of Law, any liabilities of any other Person arising under Environmental Laws or pursuant to any site, location, or body type of water (surface or subsurface) used in connection with agreement. The consummation of the transactions contemplated by this Master Agreement do not impose any obligation on the Business under any Environmental, Health and Safety Law, Environmental Law or (ii) for require notification to or consent of any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or third party pursuant to any Environmental Law. Ibis has provided to AMI copies of all material environmental Licenses, reports, audits, assessments, and investigations, and any other third party material environmental documents, relating to any environmental matter Ibis or environmental cleanup with respect the Business to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results extent the foregoing are in the possession, custody, or control of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties Isis or any other Person for whose conduct Seller of its Affiliates or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety LawsIbis.

Environment, Health, and Safety. 1. To triSpan's Knowledge, (ai) Except as described triSpan and its Affiliates have complied in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied all Material respects with all Environmentallaws (including rules and regulations thereunder) of federal, Healthstate, local, and Safety Laws with respect to foreign governments (and all agencies thereof) concerning the Acquired Assetsenvironment, public health and safety, and employee health and safety, except for such noncompliance as would not have a Material adverse effect on triSpan, and (ii) no charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller triSpan, the subject of which would have a Material adverse effect on the financial condition of triSpan. 2. To triSpan's Knowledge, triSpan has no Liability (and there is no Basis for any present or 1245 Propertiesfuture charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against triSpan giving rise to any Liability) under the Occupational Safety and no notice Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety. 3. To triSpan's Knowledge, triSpan does not have any Material Liability (and triSpan has been received by Seller not exposed any employee to any substance or 1245 Propertiescondition that could form the Basis for any present or future charge, alleging complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against triSpan giving rise to any failure so Liability) for any illness of or personal injury to complyany employee. 4. Without limiting the generality of the preceding sentenceTo triSpan's Knowledge, to the Knowledge of Seller, Seller triSpan has obtained and been in compliance in all material Material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which that are required under, and has complied in all Material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which that are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, local, and foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or local Governmental Authority with respect protection of the environment, including laws relating to emissions, discharge, releases, or threatened releases of pollutants, -26- contaminants, or chemical, industrial, hazardous, or toxic materials or wastes into ambient air, surface water, groundwater, soil, or air monitoring; the storage, burial, release, transportation, lands or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or otherwise relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedulemanufacture, Seller does not have any agreement with any federalprocessing, statedistribution, use, treatment, storage, disposal, transport, or local Governmental Authority handling of pollutants, contaminants, or any other third party relating to any environmental matter chemical, industrial, hazardous, or environmental cleanup with respect to the Acquired Assetstoxic materials or wastes. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described CKS, PassGo and the PassGo Affiliates have complied in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired Assetsexcept where non-compliance would not have a Material Adverse Effect, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand demand, notice or, to the Knowledge of CKS, investigation has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to CKS, PassGo and the Knowledge of Seller, Seller has PassGo Affiliates have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has have complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To CKS, PassGo and the Knowledge of Seller, Seller PassGo Affiliates do not have any Liability and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, except as set forth in Section 4.29(b) of the Equityholders' Disclosure Schedule, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for reasonably result in any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand to the Knowledge of CKS, investigation against Seller CKS, PassGo or the PassGo Affiliates giving rise to any material Liability) Liability for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all All properties and equipment used in the Business business of CKS, PassGo and the PassGo Affiliates have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described The Company and the Business are in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Healthcompliance with, and Safety Laws with respect to the Acquired Assetssince January 1, and no action2017 have complied with, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance all Environmental Requirements in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Lawsrespects. (b) To The Company and the Knowledge of SellerBusiness have obtained, Seller and 1245 Properties have no Liability (complied and Seller has not handled or disposed of any Hazardous Substanceare in compliance with in all material respects, arranged all Permits that are required pursuant to Environmental Requirements for the disposal occupation of any Hazardous Substance, exposed any employee employed the premises listed in connection with Schedule 3.12 and the Business operation or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with use of the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawBusiness. (c) To Except as set forth on Schedule 3.17(c): (i) the Knowledge of Seller, all properties Company and equipment used in the Business have been free ofnot received any written (or, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by Company’s knowledge, oral) notice, report or other information or request for information regarding any federalpending, stateactual or alleged violation of any Environmental Requirements, or local Governmental Authority with respect to groundwaterany Liabilities or potential Liabilities (whether accrued, soilabsolute, contingent, unliquidated or air monitoring; the storageotherwise), burialincluding any investigatory, releaseremedial or corrective obligations, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or arising under any Environmental Requirements relating to it, its operations or former Business premises; (ii) neither the facilities Company nor the Business is aware of Seller used any condition existing at any current or former Business premises which could reasonably be anticipated to constitute or result in a violation of or Liability under any Environmental Requirements; and (iii) the Business. Except as described in Section 3.23 of Company and the Seller Disclosure ScheduleBusiness have not received written or, Seller does not have to the Company’s knowledge, oral notice that any agreement with any federal, state, or local Governmental Authority Leased Real Property (or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility real property previously owned, leased or operated by Seller the Company, including soils, groundwater, surface water, buildings and other structures located on any such real property) has been contaminated with any Hazardous Substances or 1245 Properties solid waste which would reasonably be expected to result in a claim against the Company, or concerning compliance a violation of or Liability under Environmental Requirements or term of any environmental Permit by Seller the Company. (d) Except with respect to those matters set forth on Schedule 3.17(d), (i) the Company and the Business, and to the Company’s knowledge, the respective predecessors of the Company and the Business, have not used any current or 1245 Properties former Leased Real Property (or any other Person real property previously owned, leased or operated by the Company and/or the Business, including soils, groundwater, surface water, buildings and other structures located on any such real property), or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose of, transfer, produce or process any Hazardous Substance except in material compliance with Environmental Requirements, and, to the Company’s knowledge, no site where the Company and/or the Business have disposed of or arranged for whose conduct Seller the disposal of Hazardous Substances is subject to investigation or 1245 Properties is action under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, or may similar state requirements or other Environmental Requirements; (ii) to the Company’s knowledge, no part of any current or former property or other assets contain a Hazardous Substance (x) other than in material compliance with Environmental Requirements or (y) which exceeds an applicable soil, groundwater or other environmental, health or safety criterion or standard published or enacted by a Governmental Authority; (iii) neither the Company nor the Business has Released, and to the Company’s knowledge there has been no Release of, Hazardous Substances at, on, to or from any current or former owned or operated property, or current or former Leased Real Property, which could reasonably be held responsible expected to result in connection with a violation of, or claim of Liability under, any Environmental Requirements or constitute or result in a claim of liability under Environmental Requirements against the Company and/or the Business or Acquired Assetsrequire the Company and/or the Business to perform any remedial action pursuant to any Environmental Requirements; and (iv) to the Company’s knowledge, there has been no Release of Hazardous Substances at any other property which could reasonably constitute or result in a claim of liability under any Environmental Requirements against the Company and/or the Business. (e) The Company has provided to the Purchaser true, complete and correct copies of all material environmental audits, reports, studies, records, sampling data, site assessments and any other material environmental documents, if any, in their possession relating to (i) the Company and/or the Business, its past or present operations, properties or facilities, including the Leased Real Property, (ii) the compliance by the Company and the Business with any Environmental Requirements, or (iii) any potential or actual material liability of the Company and/or the Business, in each case, with Environmental, Health, and Safety Lawsrespect to any Leased Real Property.

Environment, Health, and Safety. (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties its predecessors and Affiliates has complied with all Environmental, Health, and Safety Laws in connection with respect to the Acquired Assetsownership and operation of the Facility, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, it alleging any failure so to comply. Without limiting the generality of the preceding sentence, to each of the Knowledge of Seller, Seller and its predecessors and Affiliates has obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which that are contained in, all Environmental, Health, and Safety LawsLaws to which the Facility is subject. (b) To the Knowledge of Seller, The Seller and 1245 Properties have has no Liability (and none of the Seller and its predecessors and Affiliates has not handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business Facility in any manner that could form the basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any material Liability) for (i) damage to any site, location, the Facility or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or or, personal injury to any employee employed in connection with the Business or other individualindividual arising out of activities at the Facility prior to the Closing Date, or for any other reason under any Environmental, Health, and Safety LawLaw to which the Facility is subject. (c) To the Knowledge of Seller, all All properties and equipment used in production of the Business Products at the Facility have been free of, of asbestos and are currently free of reportable releases or spills of other Extremely Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, The Seller and 1245 Properties has its Affiliates have complied in all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed served, filed, or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has and its Affiliates have obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (bii) To Except as set forth in Section 3(aa)(ii) of the Knowledge Disclosure Schedule, the Seller has no Liability and none of Seller, the Seller and 1245 Properties have no Liability (and Seller its Affiliates has not handled handled, transported, stored, treated or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, allowed or arranged for any third person to transport, store, treat, or dispose of waste, (including, but not limited to asbestos or asbestos-containing materials), to or at (1) any location other than a site lawfully permitted to receive such waste for such purposes or (2) any location designated for remedial action pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, as from time to time amended, or any similar federal or state statute assigning responsibility for the cost of investigating or remediating releases of contaminants into the environment; nor has the Seller performed, arranged for, or allowed by any method or procedure, such transportation or disposal in contravention of state or federal laws and regulations or in any other manner which gives rise to any Liability whatsoever; and the Seller has not disposed, nor has it allowed or arranged for third parties to dispose, of waste upon property owned or leased by it, except as permitted by law. Without limiting the generality of the foregoing, except as set forth in Section 3(aa)(ii) of the Disclosure Schedule, the Seller has not received any notification (including requests for information directed to it) from any governmental agency asserting that it is or may be a "potentially responsible person" for a remedial action at a waste storage, treatment, or disposal facility, pursuant to the provisions of CERCLA, or any similar federal or state statute assigning responsibility for the costs of investigating or remediating releases or contaminants into the environment. There has been no release (for the purpose of any applicable environmental law) of any hazardous waste or hazardous substance on, into, or beneath any real property owned or leased by the Seller, and the Seller does not have any Liability for any remedial or corrective action on any real property. The Seller has not owned or operated any property or facility in connection with the Business in any manner that could form forms the basis Basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (ciii) To the Knowledge of Seller, all All properties and equipment used in the Business business of the Seller and its predecessors and Affiliates have been free of, and are currently free of reportable releases or spills of Hazardous Substances, except as permitted by law. (div) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described set forth in Section 3.23 3(aa)(ii) of the Seller Disclosure Schedule, Seller does not have any agreement with any federalno underground storage tanks, stateas defined in the Resource Conservation and Recovery Act of 1970, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on as amended or under any facility ownedapplicable state law, leased or operated are present on any of the properties used by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, HealthSeller, and Safety Lawsno such tanks were previously abandoned or removed.

Environment, Health, and Safety. (a) Except as described disclosed in Section 3.23 ss. 3.26 of the Seller Disclosure Schedule, to : (i) the Knowledge Company and each of Seller, Seller its Subsidiaries is and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all applicable Environmental Laws and Safety Laws; (ii) the Company and each of its Subsidiaries has obtained, and is and has been in material compliance with the conditions of, all Environmental Permits required for the continued conduct of the terms business of the Company and conditions its Subsidiaries in the manner now conducted; (iii) the Company and each of its Subsidiaries has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all permitsEnvironmental Permits for the continued conduct immediately after the Closing of the business of the Company and its Subsidiaries in the manner now conducted; (iv) there are no past or present events, licensesconditions or circumstances caused by the Company or its operations related to environmental or health and safety matters or Environmental Laws or Permits or Safety Laws which could reasonably be expected to have a Material Adverse Effect or which could reasonably be expected to interfere in any material respect with compliance with any Environmental Law or Permit or Safety Law; (v) there are no circumstances or conditions caused by the Company or its operations present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Company or any of its Subsidiaries, including but not limited to any off-site or on-site storage, transportation, use, disposal or Release of a Chemical Substance, which could reasonably be expected to give rise to any Environmental Liabilities and Costs; (vi) none of the Company, its Subsidiaries or the Sellers or the present or, to the Knowledge of the Sellers or the Company, past, assets, properties, business, leaseholds or operations of the Company or any of its Subsidiaries has received within the past three years or is subject to, or within the past three years has been subject to, any outstanding written, or to the Knowledge of the Sellers and the Company, oral, order, decree, judgment, complaint, agreement, claim, citation, or notice or is subject to any ongoing judicial or administrative proceeding indicating that any of the Company, its Subsidiaries, the Sellers or the past and present assets of the Company are or may be: (A) in violation of any Environmental Law; (B) in violation of any Safety Laws in any material respect; (C) responsible for the on-site or off-site storage or Release of any Chemical Substance; or, (D) liable for any Environmental Liabilities and Costs or Safety Liabilities and Costs; (vii) no investigation or review with respect to such matters is pending or, to the Knowledge of the Company or the Sellers, is threatened, nor has any authority or other third party indicated to the Company in writing an intention to conduct the same; (viii) neither the business of the Company or any of its Subsidiaries nor any of their properties or assets is subject to, or as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental Laws which require notice, disclosure, cleanup or approval prior to transfer of the shares or the business of the Company or any of its Subsidiaries or which will impose Liens on any such asset or property; (ix) Section 3.26 of the Disclosure Schedule lists all property presently leased, owned or operated by the Company or any of its Subsidiaries and identifies all such property (and the area within that property) that has been used by the Company or any of its Subsidiaries for the storage or disposal of Chemical Substances; (x) Section 3.26 of the Disclosure Schedule lists all of the Persons that the Company currently engages to dispose of Chemical Substances originating from the Company or any of its Subsidiaries, or their assets, properties or business; (xi) Section 3.26 of the Disclosure Schedule sets forth a list of all underground storage tanks owned or operated by the Company or any of its Subsidiaries, and other authorizations no such tank is leaking or has leaked at any time in connection the past; and (xii) Section 3.26 of the Disclosure Schedule lists all written environmental audits, inspections, assessments, investigations or similar reports in the possession of the Company or any of its Subsidiaries or of which the Sellers or the Company have Knowledge relating to the assets, properties, or business of the Company or any of its Subsidiaries or the compliance of the same with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, applicable Environmental Laws and Safety Laws. (b) To the Knowledge For purposes of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Sellerthis ss. 3.26 only, all properties references to the "Company" are intended to include any and equipment used all other entities to which the Company or any of its Subsidiaries may be considered a successor for purposes of liability under applicable Environmental Laws. The representations and warranties in this ss. 3.26 are the Business have been free of, only representations and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law warranties with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, stateEnvironmental Laws or Environmental Liabilities and Costs, or local Governmental Authority with respect to groundwater, soil, Safety Laws or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or Safety Liabilities and Costs notwithstanding any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetslanguage in this Agreement of general applicability. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (aA) Except as described in Section 3.23 of the Seller Disclosure Schedule, to To the Knowledge of Sellerthe Buyer, Seller and 1245 Properties Buyer has complied in all Material respects with all Environmentallaws (including rules and regulations thereunder) of federal, Healthstate, local, and Safety Laws with respect to foreign governments (and all agencies thereof) concerning the Acquired Assetsenvironment, public health and safety, and employee health and safety, and no charge, complaint, action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, comply with any such law or regulation. (B) Buyer has no Liability (and to the Knowledge of Sellerthe Buyer there is no Basis for any present or future charge, Seller complaint, action, suit, proceeding, hearing, investigation, claim, or demand against SSC giving rise to any Liability) under the Occupational Safety and Health Act, as amended, or any other law (or rule or regulation thereunder) of any federal, state, local, or foreign government (or agency thereof) concerning employee health and safety. (C) To the Knowledge of the Buyer, Buyer does not have any Material Liability (and Buyer has not exposed any employee to any substance or condition that could form the Basis for any present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand (under the common law or pursuant to statute) against Buyer giving rise to any Liability) for any illness of or personal injury to any employee. (D) To the Knowledge of the Buyer, Buyer has obtained and been in compliance in all material Material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, local, and foreign laws (including rules, regulations, codes, plans, judgments, orders, decrees, stipulations, injunctions, and charges thereunder) relating to public health and safety, worker health and safety, and pollution or local Governmental Authority with respect protection of the environment, including laws relating to groundwateremissions, soildischarge, releases, or air monitoring; the storagethreatened releases of pollutants, burial, release, transportationcontaminants, or disposal of Hazardous Substances; chemical, industrial, hazardous, or the use of underground storage tanks by Seller toxic materials or wastes into ambient air, surface water, ground water, or lands or otherwise relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedulemanufacture, Seller does not have any agreement with any federalprocessing, statedistribution, use, treatment, storage, disposal, transport, or local Governmental Authority handling of pollutants, contaminants, or any other third party relating to any environmental matter chemical, industrial, hazardous, or environmental cleanup with respect to the Acquired Assetstoxic materials or wastes. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described in set forth on Section 3.23 2.26 of the Seller Disclosure Schedule, to Schedule each of the Knowledge of Seller, Seller Company and 1245 Properties its Subsidiaries and their respective predecessors and Affiliates and the use and development thereof has complied and is in compliance with all Environmental, Health, Environmental and Safety Laws with respect to Requirements (including all permits and licenses required thereunder). Each of the Acquired Assets, Company and no action, suit, proceeding, hearing, investigation, charge, complaint, claimits Subsidiaries has not received any oral or written notice of any actual or alleged violation of, or demand has been filed any Liability under or commenced against Seller potential Liabilities (whether accrued, absolute, contingent, unliquidated or 1245 Propertiesotherwise), including any investigatory, remedial or corrective obligation, relating to them or their facilities (including, without limitation, the Real Property) under, any Environmental and no notice has been received by Seller Safety Requirements. Neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or 1245 Propertiescleanup, alleging or notification to or consent of any failure government agencies or third parties pursuant to any of the so to comply. called "transaction-triggered" or "responsible property transfer" laws and regulations and Environmental and Safety Requirements. (b) Without limiting the generality of the preceding sentenceforegoing, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects with all each of the terms Company and conditions of its Subsidiaries and their respective Affiliates, has obtained, has complied, and is compliance with all permits, licenses, licenses and other authorizations in connection with the Business which that are required underpursuant to Environmental and Safety Requirements for the occupation of its facilities, the development and use of the Real Property, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge operation of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Lawits business. (c) To None of the Knowledge following exists at any property or facility owned, occupied or operated by the Company or any of Seller, all properties and its Subsidiaries: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment used in the Business have been free of, and are currently free of reportable releases containing polychlorinated biphenyls; or (iv) landfills or spills of Hazardous Substancessurface waste or waste water impoundments or other disposal areas. (d) To Neither the Knowledge Company nor any of Sellerits Subsidiaries has treated, following stored, disposed of, arranged for or permitted the Closingdisposal of, transported, handled or released any hazardous or toxic substance, material or waste or owned, occupied or operated any facility or property (and no material capital expenditures shall be required such property or facility is contaminated by Purchaser any such substance, material, or waste) in a manner that has given or would give rise to insure compliance with any EnvironmentalLiabilities of the Company or its Subsidiaries (including any Liability for response costs, Health and Safety Law with respect corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to the Acquired Assets. There is no pending audit known to Seller by any federalComprehensive Environmental Response, stateCompensation and Liability Act of 1980, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; as amended ("CERCLA") or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except Solid Waste Disposal Act, as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority amended ("SWDA") or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsEnvironmental and Safety Requirements. (e) Seller has delivered The Company and its Subsidiaries have furnished to the Purchaser true all environmental, and complete copies all material occupational health and results safety, audits, reports and other documents relating to the Company or its Subsidiaries, and any of any reportstheir properties or facilities (including properties or facilities that they intend to acquire and properties or facilities that they have sold or vacated), studiesthat are or were in the possession, analysescustody, tests or monitoring possessed control of the Company or initiated by Seller its Subsidiaries. (f) No circumstances with respect to the past or 1245 Properties pertaining to Hazardous Substances current operations or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties facilities of the Company or any other Person for whose conduct Seller of its Subsidiaries or 1245 Properties is any predecessor or may be held responsible in connection with the Business Affiliate (including any onsite or Acquired Assetsoffsite disposal or release of, with Environmentalor contamination by, Healthhazardous or toxic substances, and Safety Laws.materials or

Environment, Health, and Safety. (a) Except as described The Company has complied and is in Section 3.23 of the Seller Disclosure Schedule, compliance with all Environmental and Safety Requirements that are applicable to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, Health, and Safety Laws with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Company's business. (b) Without limiting the generality of the preceding sentenceforegoing, to the Knowledge of Seller, Seller Company has obtained and been complied with, and is in compliance in all material respects with all of the terms and conditions of with, all permits, licenses, licenses and other authorizations in connection with the Business which are that may be required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, pursuant to Environmental and Safety LawsRequirements for the occupation of its facilities and the operation of its business. A list of all such permits, licenses and other authorizations is set forth on SCHEDULE 5.18. (bc) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller The Company has not handled received any written or oral notice, report or other information regarding any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its facilities and arising under Environmental and Safety Requirements. (d) Except as set forth on SCHEDULE 5.18, none of the following exists at any property or facility operated by the Company: (1) Underground storage tanks or surface impoundments; (2) Asbestos-containing material in any form or condition, or (3) Materials or equipment containing polychlorinated biphenyls. (e) The Company has not treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of of, transported, handled, or released any Hazardous Substancesubstance, exposed including without limitation any employee employed in connection with the Business or other individual to any Hazardous Substance or conditionhazardous substance, or owned or operated any facility or property, and no such facility or property is contaminated with any such substance, so as to give rise to liabilities of the Company for response costs, natural resource damages or facility in connection with attorneys fees pursuant to the Business in Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended, or similar state Environmental and Safety Requirements. (f) The Company has not, either expressly or by operation of law, assumed or undertaken any manner that could form the basis liability, including without limitation any obligation for any present corrective or remedial action, suitof any other person relating to Environmental and Safety Requirements. (g) Without limiting the foregoing, proceedingto the knowledge of the Company no facts, hearingevents or conditions relating to the past or present facilities, investigationproperties or operations of the Company will prevent, chargehinder or limit continued compliance with Environmental and Safety Requirements, complaint, claim, or demand against Seller giving give rise to any material Liability) for (i) damage investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any siteother liabilities (whether accrued, locationabsolute, contingent, unliquidated or body of water (surface or subsurfaceotherwise) used in connection with the Business under any Environmental, Health pursuant to Environmental and Safety LawRequirements, including without limitation any relating to onsite or (ii) for any illness offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury to any employee employed in connection with the Business injury, property damage or other individual, or for any other reason under any Environmental, Health, and Safety Lawnatural resource damage. (ch) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect The Company has provided to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete correct copies and results of any reports, studies, analyses, tests all environmental audit or monitoring possessed assessment reports or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.material environmental documents relating to

Environment, Health, and Safety. (a) Except as described in Section 3.23 3.18.1 Each of the Seller Disclosure Scheduleand the Subsidiaries and their respective predecessors and Affiliates, to the Knowledge of Seller, Seller and 1245 Properties has complied in all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLeased Properties, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has the Subsidiaries and their respective predecessors and Affiliates have each obtained and been in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety LawsLaws with respect to the Leased Properties. (b) To 3.18.2 With respect to the Knowledge of SellerLeased Properties, either the Seller and 1245 Properties have no nor any Subsidiary has any Liability (and Seller none of the Seller, the Subsidiaries and their respective predecessors and Affiliates has not unlawfully handled or disposed of any Hazardous Substancesubstance, unlawfully arranged for the disposal of any Hazardous Substancesubstance, unlawfully exposed any employee employed in connection with the Business (including Worksite Employees) or other individual to any Hazardous Substance substance or condition, or unlawfully owned or operated any property or facility in connection with the Business Leased Properties in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against the Seller or any Subsidiary giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, or local Governmental Authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsLeased Properties. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. (a) Except as described set forth in Section 3.23 4.21 ------------------------------ of the Seller Disclosure Schedule, to the Knowledge of SellerSellers and after Appropriate Inquiry (as defined below): (a) The Company has been, Seller and 1245 Properties has complied currently is, in compliance in all material respects with all Environmental, HealthHealth and Safety Laws, and there is no contingent liability relating to any Environmental, Health and Safety Laws with respect to Laws, except for any such noncompliance or liability that would not have a material adverse effect on the Acquired Assets, and no business or financial condition of the Company. (b) No action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced or threatened against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any a failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in compliance in all material respects comply with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (bc) To the Knowledge of Seller, Seller and 1245 Properties have The Company has no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for liability (i) for damage to any site, location, location or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law), or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason Person under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller Laws. (d) The Company has not performed, arranged for or allowed, by any federalmethod or procedure, statethe generation, or local Governmental Authority with respect to groundwatermanufacture, soil, or air monitoring; the storage, burial, releaseuse, transportation, transfer, storage, treatment, spillage, leakage, dumping, pouring, emitting, discharging, releasing or disposal disposing of Hazardous Substances; Substances or other waste in contravention of any Environmental, Health and Safety Laws or in a manner that would subject the Company or the use of underground storage tanks by Seller or relating Buyer to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assetsliability. (e) Seller The Company has delivered to Purchaser true not received notice that it is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under the Comprehensive Environmental Response and complete copies Liability Act of 1980 ("CERCLA"), 42 U.S.C. (S) 9601 et seq., as amended, ------- the Resource Conservation and results of any reportsRecovery Act ("RCRA"), studies42 U.S.C. (S) 6901 et seq., analysesas amended, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller applicable Environmental, Health and ------- Safety Laws. (f) All properties, machinery, equipment and product used or 1245 Properties produced in Company's business are free of asbestos, PCB's, dioxins, dibenzofurans and Hazardous Substances, except to the extent their presence is or may be held responsible in connection substantial compliance with the Business or Acquired Assets, with Environmental, Health, Health and Safety Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure ScheduleTo its Knowledge, to the Knowledge of Seller, Seller and 1245 Properties Parent (A) has complied with all the Environmental, Health, and Safety Laws with respect to the Acquired Assets, (and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, directive or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, any of them alleging any such failure so to comply. Without limiting the generality of the preceding sentence), to the Knowledge of Seller, Seller (B) has obtained and been in substantial compliance in all material respects with all of the terms and conditions of all permits, licenses, certificates and other authorizations in connection with the Business which are required underunder the Environmental, Health, and Safety Laws, and (C) has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables applicable to Parent which are contained in, all in the Environmental, Health, and Safety Laws. (b) To the Knowledge of Sellerits Knowledge, Seller Parent has not taken any action that would reasonably be expected to give rise to any material liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and 1245 Properties have no Liability (whether due or to become due), and Seller Parent has not handled or disposed of any Hazardous SubstanceMaterials or Extremely Hazardous Substances, arranged for the disposal of any Hazardous SubstanceMaterials or Extremely Hazardous Substances, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance Materials or conditionExtremely Hazardous Substances, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving would reasonably be expected to give rise to any material Liability) liability, for (i) damage to any site, location, or body of water (surface water, groundwater, land surface or subsurface) used in connection with the Business under any Environmentalsubsurface strata, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Sellerits Knowledge, no Extremely Hazardous Substances are currently, or have been, located at, on, in, under or about all properties and equipment used in the Business have been free of, and are currently free business of reportable releases or spills of Hazardous SubstancesParent. (d) To the Knowledge of Seller, following the Closingits Knowledge, no material capital expenditures shall be required by Purchaser to insure compliance with Hazardous Materials are currently located at, on, in, under or about all properties and equipment used in the business of Parent in a manner which violates any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller by any federal, state, Laws or local Governmental Authority with respect to groundwater, soil, which requires cleanup or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results corrective action of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or kind under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, Health and Safety Laws.. EXECUTION VERSION

Environment, Health, and Safety. (ai) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller Master Products and 1245 Properties its Subsidiaries has complied with (and Master Products' existing facilities in Los Angeles, California and Tijuana, Mexico are in compliance with) all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, order, directive, citation, request for information, claim, demand, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller any of Master Products and its Subsidiaries, commenced or 1245 Properties, given against or to any of them alleging any failure so to comply, including but not limited to any alleged air emission, spill, release, discharge, noise emission, improper solid or liquid waste disposal, or any improper use, generation, storage, transportation, or disposal of toxic or hazardous substances or wastes. Without limiting the generality of the preceding sentence, to the Knowledge each of Seller, Seller Master Products and its Subsidiaries has obtained and been in compliance in all material respects with all of the material terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (bii) To the Knowledge None of Seller, Seller Master Products and 1245 Properties have no its Subsidiaries has any Liability (and Seller none of Master Products, its Subsidiaries, and their respective predecessors and Affiliates has not handled or handled, disposed of or released into the environment any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller any of Master Products and its Subsidiaries giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (ciii) To Neither Seller nor Master Products (nor any of its Subsidiaries) has caused and, to Seller's Knowledge, no other Person has caused or permitted any emission, spill, dumping, storage, impoundment, release, or discharge into or upon (i) the Knowledge air, (ii) soils or any improvements located thereon, (iii) surface water or groundwater, or (iv) the sewer, septic system or solid or liquid waste treatment, storage, or disposal system servicing any property now or heretofore owned or leased by any of SellerMaster Products and its Subsidiaries, of any toxic or hazardous waste or "hazardous substances" (as such term is defined at 42 U.S.C. section 9601(14), but shall include petroleum, crude oil, and any fraction thereof) at or from such property, and all such property, including the groundwater under the property, is free of all toxic hazardous substances or wastes whether discharged from the property or from any other (iv) All properties and equipment used in the Business business of Master Products and its Subsidiaries have been free ofof asbestos, PCB's, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans, and are currently free of reportable releases or spills of Extremely Hazardous Substances. (dv) To the Knowledge The Parties have provided each other with true, accurate, and complete copies of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health all sampling and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller test results obtained by any of them from all environmental and/or health samples and tests taken at and around the Real Property. (vi) Master Products and its Subsidiaries have been issued, and shall maintain until the Closing Date, all required federal, state, and local permits, licenses, certificates, and approvals relating to (i) air emission, (ii) discharges to surface water or local Governmental Authority with respect to groundwater, soil(iii) noise emissions, (iv) solid or liquid waste disposal of "special," toxic, or air monitoring; the storagehazardous substances or waste, burialand (vi) other environmental, release, transportationhealth, or disposal safety matters, except where failure to do so would not have a material adverse effect upon the business of Hazardous Substances; Master Products and its Subsidiaries, taken as a whole. A list of all material environmental permits, licenses, certificates, or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described approvals is attached hereto in Section 3.23 4(z) of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety Laws.

Environment, Health, and Safety. The Company (ai) Except as described is and has been in Section 3.23 ------------------------------- compliance with all applicable Environmental Laws and Safety Laws; (ii) has obtained, and is and has been in compliance with the conditions of, all Environmental Permits required for the continued conduct of the Seller Disclosure Schedulebusiness of the Company in the manner now conducted and presently proposed by the Company to be conducted; and (iii) has filed all required applications, notices and other documents necessary to effect the timely renewal or issuance of all Environmental Permits for the continued conduct of the business of the Company in the manner now conducted. There are no circumstances or conditions present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Company in respect of off-site storage, transportation or disposal of, or any off-site Release of, a Chemical Substance which will give rise to any Environmental Liabilities and costs. There are no circumstances or conditions present at or arising out of the present or former assets, properties, leaseholds, businesses or operations of the Company, including but not limited to any on-site Storage, use, disposal or Release of a Chemical Substance, which will give rise to any Environmental Liabilities and Costs or Safety Liability and Costs. None of the Company, the Stockholders or the present or past assets, properties, businesses, leaseholds or operations of the Company received or is subject to, or within the past three years has been subject to, any outstanding order, decree, judgment, complaint, agreement, claim, citation, or notice or is subject to any ongoing judicial or administrative proceeding indicating that the Company, the Stockholders or the past and present assets of the Company are or may be: (A) in violation of any Environmental Law; (B) in violation of any Safety Laws; (C) responsible for the on-site or off-site storage or Release of any Chemical Substance in violation of applicable Environmental Laws; or, (D) liable for any Environmental Liabilities and Costs or Safety Liabilities and Costs. The Company has no reason to believe that the Company will become subject to a matter identified in the previous sentence and, no investigation or review with respect to such matters is pending or, to the Knowledge knowledge of Sellerthe Company and the Stockholders, Seller and 1245 Properties threatened, nor has complied with all Environmental, Health, and Safety Laws with respect any Authority or other third-party indicated an intention to conduct the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claimsame. Neither the business of the Company nor any of its properties or assets are subject to, or demand as a result of the transactions contemplated by this Agreement will be subject to, the requirements of any Environmental Laws which require notice, disclosure, cleanup or approval prior to transfer of the Shares or the business of the Company or which will impose Liens on any such asset or property or otherwise interfere with or affect the business of the Company. No property presently or previously leased, owned or operated by the Company has been filed used by the Company or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentenceother Person (including, to the Knowledge Company's knowledge, a prior owner or operator) for the storage or disposal of SellerChemical Substances in violation of applicable Environmental Laws. There are no off-site locations, Seller including, without limitation, commercial waste disposal facilities or municipal landfills, to which or at which Chemical Substances originating from the Company, or its assets, properties or business have been sent (or otherwise have come to be located) in amounts that would require a waste manifest under the Resource Conservation and Recovery Act of 1976 as now in effect for treatment, storage, disposal, reuse or recycling. There are no underground storage tanks that have been owned or operated at any time by the Company and no such tank is leaking or has obtained leaked at any time in the past, and been in compliance in all material respects with all there is no pollution or contamination of the terms and conditions Environment caused by or contributed to or threatened by a Release of all permitsa Chemical Substance from any such tank. There are no environmental audits, licensesinspections, and other authorizations assessments, investigations or similar reports in connection the Company's possession or of which the Company is aware relating to the Company's assets, properties or business or the compliance of the same with the Business which are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, applicable Environmental Laws and Safety Laws. . For purposes of this (bS) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for (i) damage to any site, location, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller3.20 only, all properties and equipment used in the Business have been free of, and are currently free of reportable releases or spills of Hazardous Substances. (d) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect references to the Acquired Assets. There is no pending audit known "Company" are intended to Seller by include any federal, state, or local Governmental Authority with respect and all other entities to groundwater, soil, or air monitoring; which the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or Company may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety considered a successor under applicable Environmental Laws.

Environment, Health, and Safety. (ai) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, The Seller and 1245 Properties has its Affiliates have at all times complied and are in compliance with all Environmental, Health, and Safety Laws Requirements with respect to the Acquired Assets, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Operations. (ii) Without limiting the generality of the preceding sentenceforegoing, to each of the Knowledge of Seller, Seller and its Affiliates has obtained and been at all times complied with, and is in compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which Permits that are required under, and has complied with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all pursuant to Environmental, Health, and Safety LawsRequirements for the occupation of the Seller Owned Premises and the conduct of the Operations, as presently conducted (the "EHS Permits"); and a list of all such EHS Permits is set forth on Section 3(t)(ii) of the Seller Disclosure Schedule. The Seller has delivered to the Buyer a true and complete copy of all EHS Permits currently required under Environmental, Health, and Safety Requirements. The Seller has not received any notice from any Governmental Authority threatening a suspension, revocation, modification or cancellation of any EHS Permit, and to the Seller's Knowledge there is no basis for the issuance of any such notice or the taking of any such action. The EHS Permits are transferable to the Buyer without the consent or approval of the issuing Governmental Authority; no disclosure, filing or other action by the Seller is required in connection with such transfer; and the Buyer shall not be required to assume any Liabilities under the EHS Permits as a result of such transfer. (biii) To Neither the Knowledge Seller nor its Affiliates has received any written or oral notice, report or other information regarding any actual or alleged violation of SellerEnvironmental, Health, and Safety Requirements, or any Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental, Health, and Safety Requirements. (iv) None of the following exists at the Seller and 1245 Properties Owned Premises: (A) underground storage tanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; (D) landfills, surface impoundments, or disposal areas; (E) above-ground storage tanks containing or which at one time contained Hazardous Materials; or (F) materials or equipment containing lead-based paint in any form or condition. (v) With respect to the Operations, neither the Seller nor its Affiliates have no Liability (and Seller has not handled or treated, stored, disposed of any Hazardous Substanceof, arranged for or permitted the disposal of any Hazardous Substanceof, transported, handled, manufactured, distributed, exposed any employee employed in connection with the Business person to, or other individual to released any substance, including without limitation any Hazardous Substance or conditionMaterials, or owned or operated any property or facility in connection with the Business in (and no such property or facility is contaminated by any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving such substance) so as to give rise to any material Liability) current or future Liabilities, including any Liability for (i) damage fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to any sitethe Comprehensive Environmental Response, locationCompensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or body of water (surface or subsurface) used in connection with the Business under any Environmental, Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety LawRequirements. (cvi) To Neither this Agreement nor the Knowledge consummation of Sellerthe transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, all properties and equipment used in or notification to or consent of government agencies or third parties, pursuant to any of the Business have been free ofso-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and are currently free of reportable releases or spills of Hazardous SubstancesSafety Requirements. (dvii) To the Knowledge of Seller, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with With respect to the Acquired Assets. There is no pending audit known to Operations, neither the Seller by any federalnor its Affiliates has assumed, stateundertaken, provided an indemnity with respect to, or local Governmental Authority with otherwise become subject to any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (viii) With respect to groundwaterthe Operations, soilno facts, events or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substances; or the use of underground storage tanks by Seller or conditions relating to the facilities of Seller used in the Business. Except as described in Section 3.23 past or present facilities, properties or operations of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority or any other third party relating to any environmental matter of its Affiliates will prevent, hinder or environmental cleanup with respect to the Acquired Assets. (e) Seller has delivered to Purchaser true and complete copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by Seller or 1245 Properties pertaining to Hazardous Substances or hazardous activities in, on or under any facility owned, leased or operated by Seller or 1245 Properties or concerning limit continued compliance by Seller or 1245 Properties or any other Person for whose conduct Seller or 1245 Properties is or may be held responsible in connection with the Business or Acquired Assets, with Environmental, Health, and Safety LawsRequirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to on-site or off-site releases or threatened releases of, or exposure to, Hazardous Materials, substances or wastes, personal injury, property damage or natural resources damage. (ix) The Seller has furnished to the Buyer: (i) all environmental audits, assessments, investigations, reports and other material environmental documents with respect to the Operations, including, but not limited to any Phase I and Phase II environmental assessments, relating to its or its or Affiliates’ past or current properties, facilities, or operations that are in their possession or under their reasonable control; and (ii) all correspondence and other documents relating to communications to or from any governmental entity or any third party regarding violations of and Environmental, Health, and Safety Requirements or of any conditions that would give rise to any Liability or responsibility under the Environmental, Health, and Safety Requirements in connection with the Seller’s business located at the Seller Owned Premises, delivered or received by the Seller within the last 10 years.

Environment, Health, and Safety. (a) Except as described in Section 3.23 Each of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties has complied with all Environmental, HealthUGH Partnerships is, and Safety Laws with respect to the Acquired Assetsat all times has been, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller has obtained and been in full compliance in all material respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required underwith, and has complied with all not been and is not in Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law. None of the UGH Partnerships has any basis to expect, nor has any of them or any other limitationsPerson for whose conduct they are or may be held responsible received, restrictionsany actual or Threatened Order, conditionsnotice, standards, prohibitions, requirements, obligations, schedules, and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have no Liability (and Seller has not handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance or condition, or owned or operated any property or facility in connection with the Business in any manner that could form the basis for any present action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Seller giving rise to any material Liability) for communication from (i) damage to any site, location, Governmental Body or body of water (surface or subsurface) used other Person acting in connection with the Business under any Environmental, Health and Safety Lawpublic interest, or (ii) for the current or prior owner or operator of any illness Facility, of any actual or personal injury potential violation or failure to comply with any employee employed in connection with the Business or other individualEnvironmental Law, or for of any other reason under actual or Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal, or mixed) in which any of the UGH Partnerships has had an interest, or with respect to any property or Facility at or to which Hazardous Materials were generated, manufactured, refined, transferred, imported, used, or processed by the UGH Partnerships or any other Person for whose conduct they are or may be held responsible, or from which Hazardous Materials have been transported, treated, stored, handled, transferred, disposed, recycled, or received. (b) There are no pending or Threatened, claims, Encumbrances or other restrictions of any nature, resulting from any Environmental, Health, and Safety Liabilities or arising under or pursuant to any Environmental Law or Occupational Safety and Health Law, with respect to or affecting any Facilities or any other properties and assets (whether real, personal, or mixed) in which any of the UGH Partnerships has or had an interest. (c) To None of the Knowledge UGH Partnerships has any basis to expect, nor has any of Sellerthem or any other Person for whose conduct they are or may be held responsible, all properties received, any citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous Activity, Hazardous Materials, or any actual, alleged, possible or potential Contravention of or failure to comply with any Environmental Law or Occupational Safety and equipment used Health Law, or of any actual, alleged, possible or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Liabilities with respect to any Facility or other property or asset (whether real, personal, or mixed) in which any of the Business UGH Partnerships had an interest, or with respect to any property or facility to or by which Hazardous Materials generated, manufactured, refined, transferred, imported, used, or processed by any of the UGH Partnerships or any other Person for whose conduct they are or may be held responsible, have been free oftransported, treated, stored, handled, transferred, disposed, recycled, or received. Neither the UGH Partnerships nor any other Person for whose conduct they are or may be held responsible, has any Environmental, Health, and are currently free Safety Liabilities with respect to any Facility or with respect to any other property or asset (whether real, personal, or mixed) in which any of reportable releases the UGH Partnerships (or spills of Hazardous Substancesany predecessor), has or had an interest, or at any property geologically or hydrologically adjoining any Facility or any such other property or asset. (d) To the Knowledge of SellerThere has been no Release or, following the Closing, no material capital expenditures shall be required by Purchaser to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired Assets. There is no pending audit known to Seller UGH Partnerships’ Knowledge, Threat of Release, of any Hazardous Materials at or from any Facility or at any other location where any Hazardous Materials were generated, manufactured, refined, transferred, produced, imported, used, or processed from or by any federal, stateFacility, or local Governmental Authority with respect to groundwaterfrom any other property or asset (whether real, soilpersonal, or air monitoring; mixed) in which any of the storage, burial, release, transportationUGH Partnerships has or had an interest, or disposal of Hazardous Substances; any geologically or the use of underground storage tanks hydrologically adjoining property, whether by Seller or relating to the facilities of Seller used in the Business. Except as described in Section 3.23 any of the Seller Disclosure Schedule, Seller does not have any agreement with any federal, state, or local Governmental Authority UGH Partnerships or any other third party relating to any environmental matter or environmental cleanup with respect to the Acquired AssetsPerson. (e) Seller has The UGH Partnerships have delivered or made available to Purchaser SeaBridge true and complete copies and results of any reports, studies, analyses, tests tests, or monitoring possessed or initiated by Seller or 1245 Properties any of the UGH Partnerships pertaining to Hazardous Substances Materials or hazardous activities Hazardous Activities in, on on, or under any facility ownedFacilities, leased or operated by Seller or 1245 Properties or concerning compliance by Seller or 1245 Properties any of the UGH Partnerships or any other Person for whose conduct Seller or 1245 Properties is they are or may be held responsible in connection with the Business or Acquired Assetsresponsible, with Environmental, Health, and Safety Environmental Laws.

Environment, Health, and Safety. (a) Except as described in Section 3.23 of the Seller Disclosure Schedule, to the Knowledge of Seller, Seller and 1245 Properties The Company has complied in all material respects with all Environmental, Health, and Safety Laws with respect to the Acquired AssetsLaws, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand or demand notice has been filed or commenced against Seller or 1245 Properties, and no notice has been received by Seller or 1245 Properties, the Company alleging any failure so to comply. Without limiting the generality of the preceding sentence, to the Knowledge of Seller, Seller Company has obtained and been in compliance in all material materials respects with all of the terms and conditions of all permits, licenses, and other authorizations in connection with the Business which are required under, and has complied in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, schedules and timetables which are contained in, all Environmental, Health, and Safety Laws. (b) To the Knowledge of Seller, Seller and 1245 Properties have The Company has no Liability (and Seller the Company has not ever handled or disposed of any Hazardous Substancesubstance, arranged for the disposal of any Hazardous Substancesubstance, exposed any employee employed in connection with the Business or other individual to any Hazardous Substance substance or condition, or owned or operated any property or facility in connection with the Business in any manner manner, that could form the basis Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, claim or demand against Seller the Company giving rise to any material Liability) for (i) damage to any site, location, location or body of water (surface or subsurface) used in connection with the Business under any Environmental), Health and Safety Law, or (ii) for any illness of or personal injury to any employee employed in connection with the Business or other individual, or for any other reason under any Environmental, Health, and Safety Law. (c) To the Knowledge of Seller, all All properties and equipment used in the Business business of the Company have been free ofof asbestos, PCB’s, methylene chloride, trichloroethylene, 1,2-trans-dichloroethylene, dioxins, dibenzofurans and are currently free of reportable releases other hazardous substances or spills of Hazardous Substanceswastes. (d) To The Company has never transferred or disposed of, or contracted for the Knowledge transportation or disposal of, any hazardous waste, hazardous substance, infectious or medical waste, radioactive waste or sewage sludge in violation of Sellerany Environmental, following Health, and Safety Law. (e) Following the Closing, no material capital expenditures shall be required by Purchaser the Company to insure compliance with any Environmental, Health and Safety Law with respect to the Acquired AssetsLaw. There is no pending audit known to the Seller by any federal, state, or local Governmental Authority governmental authority with respect to groundwater, soil, or air monitoring; the storage, burial, release, transportation, or disposal of Hazardous Substanceshazardous substances or wastes; or the use of underground storage tanks by Seller or relating to the facilities of Seller used in the BusinessCompany. Except as described in Section 3.23 of the Seller Disclosure Schedule, Seller The Company does not have any agreement or arrangement with any federal, state, or local Governmental Authority governmental authority or any other third party relating to any such environmental matter or environmental cleanup with respect to the Acquired Assetscleanup. (ef) The Seller has delivered to Purchaser Buyer true and complete copies and results of any reports, studies, analyses, tests or monitoring monitorings possessed or initiated by the Seller or 1245 Properties the Company pertaining to Hazardous Substances hazardous materials or hazardous activities in, on on, or under any facility owned, leased or operated by Seller or 1245 Properties the Company, or concerning compliance by Seller or 1245 Properties the Company, or any other Person for whose conduct Seller or 1245 Properties the Company is or may be held responsible in connection with the Business or Acquired Assetsresponsible, with Environmental, Health, and Safety Laws.