Common use of Environmental, Health and Safety Matters Clause in Contracts

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance Comply in all material respects with all applicable Environmental Laws, including holding including, without limitation, obtaining and complying with and maintaining any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this Section 5.12(a), material noncompliance by the Company, any of its Subsidiaries or any tenant or subtenant, with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected material noncompliance, the Company and the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve material compliance (or contest in good faith by appropriate proceedings the alleged violation or applicable Environmental Law at issue and (to the extent required by GAAP) provide on the books of the Company or any of its Subsidiaries, as the case may be, reserves in accordance with GAAP with respect thereto), and provided further that, in any case, such noncompliance, and any other noncompliance with applicable Environmental Law, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Promptly comply in all material respects with all permitslawful orders and directives of all Governmental Authorities regarding applicable Environmental Laws, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject except to any pending Action or written notice from a Governmental Entity alleging the extent that the Transferred Entities are validity thereof is currently being contested in violation ofgood faith by appropriate proceedings and (to the extent required by GAAP) reserves in accordance with GAAP with respect thereto have been provided on the books of the Company or any of its Subsidiaries, or have liability under, any Environmental Lawas the case may be. (c) To Defend, indemnify and hold harmless the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to Administrative Agent and the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsLenders, and reports their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in their possession and any way relating to the Business violation of, noncompliance with or liability under any Environmental Laws applicable to the Company or any Business Real Property. (e) Without limiting the generality of the foregoing, none its Subsidiaries or any of the Transferred Entities have any outstanding material indemnification obligationtheir respective operations or properties, or any unresolved material enforcement action orders, requirements or liabilitydemands of Governmental Authorities related thereto, pursuant to any Environmental Lawincluding, including but not limited towithout limitation, any investigationattorney’s and consultant’s fees, cleanup, removal actioninvestigation and laboratory fees, response actioncosts, remediationcourt costs and litigation expenses, or corrective action obligation, relating except to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner extent that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation foregoing arise out of the transactions contemplated hereby will result in any obligations for site investigation gross negligence or cleanupwillful misconduct of (or, or notification to or consent of any Governmental Entity or third parties, as determined pursuant to any a claim initiated by the Company, breach in bad faith of its express obligations under the applicable Loan Documents by) the party seeking indemnification therefor, in each case, as determined by a final non-appealable judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect regardless of the so-called “transaction-triggered” or “responsible property transfer” Environmental Lawstermination of this Agreement.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 2.21: (ai) The Transferred Entities the Company and its Subsidiaries and their respective operations and the Assets are in material compliance in all material respects with all applicable Environmental Laws, including holding and complying have been in all material respects compliance with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws and, in the case of pipeline safety, prudent industry practices, except for their operations.non-compliance that would not reasonably be expected to result in the Company or its Subsidiaries incurring material liabilities under applicable Environmental Laws; (bii) The Transferred Entities are not subject none of the Seller, the Company or its Subsidiaries has received any written request for information, or has been notified that it is a potentially responsible party, under CERCLA (as hereinafter defined) or any similar state law with respect to any pending Action on-site or written notice from a Governmental Entity alleging that off-site location for which material liability is currently being asserted against them with respect to the Transferred Entities activities or operations of the Company or its Subsidiaries; (iii) there are in violation ofno material writs, injunctions, decrees, orders or judgments outstanding, or have liability underany actions, suits, proceedings or investigations pending or to their knowledge threatened, involving the Company or its Subsidiaries relating to (A) their compliance with any Environmental Law. , or (cB) To the Knowledge of Sellersrelease, there has been no Release disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials into the environment at any Business Real Property in an amount, manner or condition that location which would reasonably be expected to result in the Company or any Subsidiary incurring any material liability to the Transferred Entities under applicable Environmental Laws.; (div) Sellers the Company and its Subsidiaries have made available to Purchasers copies of obtained, currently maintain and are in material compliance with all material written environmental assessmentslicenses which are required under Environmental Laws for the operation of their respective businesses (collectively, audits"Environmental Permits"), all such material Environmental Permits are in effect and reports in their possession and relating no appeal nor any other action is pending to the Business or revoke any Business Real Property.such material Environmental Permit; (ev) Without limiting the generality there have been no Releases of the foregoingHazardous Materials at any current or former property owned, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned leased or operated property, by the Company or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner its Subsidiaries that would are reasonably be expected likely to result in material liability liabilities under applicable Environmental Laws after the Closing Date; (includingvi) there have been no ruptures in the Pipeline Systems resulting in injury, but loss of life, or material property damage, except to the extent that any liabilities or costs arising as a result of such ruptures have been fully resolved so that the Seller does not limited toexpect that the Company or its Subsidiaries will incur material liabilities or costs after the Closing Date; and (vii) to the knowledge of the Seller and its affiliates, any material obligation to conduct an investigationthere are no defects, cleanup, removal action, response action, remediation corrosion or corrective action) other damage to any of the Transferred Entities under applicable Environmental LawsPipeline Systems that would create a material risk of pipeline integrity failure. (gb) To The following terms shall have the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.following meanings:

Environmental, Health and Safety Matters. Except (a) With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth in on Section 3.18 3.15(a) of the Sellers Seller Disclosure Letter: Schedule: (ai) The Transferred Entities are to the Seller’s Knowledge, the Seller is in material compliance in all material respects with all applicable Environmental Laws, including holding Laws and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations Governmental Authorizations required of the Seller under Environmental Laws for their operations. (b“Environmental Authorizations”) The Transferred Entities are to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not subject to received any pending Action or written notice from a Governmental Entity alleging stating that the Transferred Entities are conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation ofof any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or have liability underthe Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Law. Laws or Environmental Authorizations; (civ) To to the Knowledge of SellersSeller’s Knowledge, there has have been no Release of Hazardous Materials at any Business Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in an amount, manner violation of Environmental Laws or condition Environmental Authorizations or that would could reasonably be expected to result in material liability to the Transferred Entities Liability under applicable Environmental Laws. ; (dv) Sellers have made available the Seller holds all Environmental Authorizations required to Purchasers copies be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all material written environmental assessmentsEnvironmental Authorizations held by the Seller in connection with the Business, audits, the Purchased Assets and reports in their possession and relating to the Business or any Business Owned Real Property. (eb) Without limiting the generality Except as set forth on Section 3.15(b) of the foregoingSeller Disclosure Schedule: (i) to the Seller’s Knowledge, none the Acquired Company is in material compliance with all applicable Environmental Laws and all Environmental Authorizations; (ii) neither the Seller nor the Acquired Company has received any written notice stating that the Acquired Company is or may be currently in violation of the Transferred Entities or have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to a Liability under any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property ; (iii) no Proceeding is pending or, to the Seller’s Knowledge or the Knowledge of Sellersthe Acquired Company, threatened against the Acquired Company that alleges a violation by or Liability of the Acquired Company under any applicable Environmental Laws or Environmental Authorizations; (iv) to the Seller’s Knowledge or the Knowledge of the Acquired Company, there have been no Releases at, to, from, in, on, to any (i) formerly owned or operated property, under the Acquired Company Real Property or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material Acquired Company Leased Property in material violation of any Environmental Laws, Laws or in a manner Environmental Authorizations or that would could reasonably be expected to result in material liability Liability under Environmental Laws; (including, but not limited to, any material obligation v) the Acquired Company holds all Environmental Authorizations required to conduct be held by the Acquired Company; and (vi) Section 3.15(b)(vi) of the Seller Disclosure Schedule sets forth an investigation, cleanup, removal action, response action, remediation or corrective actionaccurate and complete list of all Environmental Authorizations held by the Acquired Company. (c) This Section 3.15 constitutes the sole and exclusive representations and warranties of the Seller with respect to any of the Transferred Entities under applicable matters relating to Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of (i) Solely with respect to the Acquired Business, the Asset Sellers Disclosure Letter: (aA) The Transferred Entities are and within the past five years have been in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying Safety Requirements, and (B) have obtained all Permits arising under Environmental, Health and Safety Requirements that are necessary for the conduct of the Business and the Tiwest Joint Venture in compliance in all material respects with all permitsEnvironmental, certificates, licenses, approvals, registrations Health and authorizations required under Environmental Laws for their operationsSafety Requirements. (bii) The Transferred Entities are not subject None of the Asset Sellers has received any unresolved written notice, report or other written communication regarding any actual or alleged material violation of Environmental, Health and Safety Requirements or any unresolved actual or alleged material Environmental Liabilities relating to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability underAcquired Business, any Environmental LawAcquired Assets or the Tiwest Joint Venture. (ciii) To No material Release affecting the Knowledge of SellersAcquired Business, there any Acquired Assets or the Tiwest Venture has been no Release of Hazardous Materials occurred or is occurring at or from any Business Owned Real Property in an amountor Leased Real Property by any Asset Seller that requires notice to any Governmental Entity, manner further investigation, any form of response action under applicable Environmental, Health and Safety Requirements, or condition that would could reasonably be expected to result in form the basis of a material liability to the Transferred Entities under applicable Environmental Lawsclaim for damages or compensation by any Person. (div) None of the Asset Sellers has by law or Contract agreed to, assumed or retained any material Environmental Liability related to the Acquired Business, any Acquired Assets or the Tiwest Venture under any lease, purchase agreement, sale agreement, joint venture agreement or other binding corporate or real estate document or agreement, including any Assumed Contract. (v) Sellers have made available to Purchasers copies Buyers all significant environmental reports, data (including in relation to energy consumption, energy generation and emissions of all greenhouse gases), documents, studies, analyses, investigations, audits and reviews in any Seller’s possession or control as necessary to reasonably disclose to Buyers any material written environmental assessments, audits, and reports Environmental Liabilities in their possession and relating relation to the Business Acquired Assets or any Business Real Propertythe Acquired Business. (evi) Without limiting Except to the generality extent the representations and warranties in Sections 3(f) (financial statements), 3(j) (litigation), 3(p) (real property liens and encumbrances), 3(q) (solely with respect to listing of Permits) or 3(v) (solely with respect to listing of insurance policies) address environmental matters, the foregoingrepresentations and warranties in this Section 3(k) are the exclusive representations and warranties of Sellers relating to environmental, none of the Transferred Entities have any outstanding material indemnification obligationhealth, or any unresolved material enforcement action or liability, pursuant to any Environmental Lawand safety matters, including but not limited toany matters arising under Environmental, any investigation, cleanup, removal action, response action, remediation, Health or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationSafety Requirements. (fvii) None of Notwithstanding anything to the Transferred Entities has treatedcontrary set forth herein, storedthe representations and warranties set forth in this Section 3(k) shall not apply to the U.S. Sellers’ Soda Springs, disposed ofIdaho site, arranged for the U.S. Sellers’ Savannah, Georgia site or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsXxxxxxxxx Legacy Contamination. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except With respect to the Business, the Purchased Assets and the Owned Real Property, except as set forth in on Section 3.18 3.15(a) of the Sellers Seller Disclosure Letter: Schedule: (ai) The Transferred Entities are to the Seller’s Knowledge, the Seller is in material compliance in all material respects with all applicable Environmental Laws, including holding Laws and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations Governmental Authorizations required of the Seller under Environmental Laws for their operations. (b“Environmental Authorizations”) The Transferred Entities are to conduct the Business as presently conducted including the obligations imposed on the Business under Regulation (EC) 1907/2006 governing the registration of chemicals in the European Union; (ii) the Seller has not subject to received any pending Action or written notice from a Governmental Entity alleging stating that the Transferred Entities are conduct of the Business or the condition of any Owned Real Property or Purchased Assets is or may be currently in violation ofof any Environmental Law or that Seller may have a liability under Environmental Laws with respect to the Business, the Purchased Assets, or have liability underthe Owned Real Property; (iii) no Proceeding is pending or, to the Seller’s Knowledge, threatened against the Seller that alleges a violation by or Liability of the Seller under any applicable Environmental Law. Laws or Environmental Authorizations; (civ) To to the Knowledge of SellersSeller’s Knowledge, there has have been no Release of Hazardous Materials at any Business Releases at, to, from, in, on, to or under the Purchased Assets or Owned Real Property in an amount, manner violation of Environmental Laws or condition Environmental Authorizations or that would could reasonably be expected to result in material liability to the Transferred Entities Liability under applicable Environmental Laws. ; (dv) Sellers have made available the Seller holds all Environmental Authorizations required to Purchasers copies be held by the Seller in connection with the Business, the Purchased Assets and the Owned Real Property; and (vi) Section 3.15(a)(vi) of the Seller Disclosure Schedule sets forth an accurate and complete list of all material written environmental assessmentsEnvironmental Authorizations held by the Seller in connection with the Business, audits, the Purchased Assets and reports in their possession and relating to the Business or any Business Owned Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Each of the Company and the Subsidiary has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none each of the Transferred Entities have Company and the Subsidiary has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements 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 in Section 4.26 of the Disclosure Schedule. (c) Neither the Company nor the Subsidiary has received any outstanding material indemnification obligationwritten or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orany of them or its facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fd) None of the Transferred Entities following exists at any property or facility owned or operated by the Company or the Subsidiary: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. (e) Neither the Company nor the Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability (includingfor response costs, but not limited tocorrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any material obligation to conduct an investigationother Environmental, cleanupHealth, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawsand Safety Requirements. (gf) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements. (g) Neither the Company nor the Subsidiary has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (h) No facts, events or conditions relating to the past or present facilities, properties or operations of the Company or the Subsidiary will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 on Schedule 6.16, Seller has not caused or contributed to any condition or potential condition existing at any leased or owned facility of the Sellers Disclosure Letter: Seller or at any former facility of the Seller with respect to the storage or release into the earth or its atmosphere of effluent, waste or other materials, solid liquid or gaseous, nor has any material been disposed of or released in any way or manner, which would or may in the future cause the Buyer or its affiliates to be liable for damages, fines or penalties or to incur expenses (aincluding without limitation legal and consulting fees) to investigate or correct any such condition or to meet with or otherwise communicate with any governmental unit or agency or public or private body in connection therewith. The Transferred Entities are in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject Seller has never exposed any employee or other individual to any pending Action substance or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofcondition, or have liability underowned or operated any property or facility in any manner, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably or may in the future cause the Buyer or its affiliates to be expected liable for damages, fines or penalties or to result incur expenses (including without limitation legal and consulting fees) in material liability connection with any claim of illness of or personal injury to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business any employee or any Business Real Property. (e) other individual. Without limiting the generality of the foregoing, none the Seller and its assets have been and are in compliance with all applicable laws and regulations regarding the environment, health, or safety. The Seller has not received any notice, nor to the knowledge of the Transferred Entities have Seller is any outstanding material indemnification obligationsuch notice pending, from any governmental, public or private body claiming any violation or potential violation of any zoning, building, health, safety or environmental law or ordinance, or requiring any unresolved material enforcement action work, repairs, construction, alterations, noise reduction, odor elimination, cleanup or liabilityinstallation, pursuant encapsulation or abatement which has not been complied with, and the Seller has delivered to the Buyer copies of each such notice, whether or not complied with. All of the assets of the Seller and all properties and equipment used at any Environmental Lawtime in or at the Stations have been free of asbestos, including but not limited PCBs, methylene chloride, trichloroethylene, 1,2 trans-dichloroethylene, dioxins, dibenzofurans, and any "extremely hazardous substance" within the meaning set forth in Section 302 of the Emergency Planning and Community Right-to-know act of 1986, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, as amended. Schedule 6.16 lists each environmental permit relating to the Business Real Property or, Stations. Each such permit is transferable to the Knowledge Buyer and renewable and would not be subject to materially different terms upon transfer or renewal. There is no plan, study or effort by any governmental authority or any other person, which may prevent or hinder the continued use of Sellers, to any (i) formerly real property owned or operated property, or (ii) offsite disposal locationleased by the Seller and used in the Stations' business. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 2.21: (ai) The Transferred Each of the Partnership Entities and its operations, activities, Real Property and assets are in material compliance in all material respects with all applicable Environmental Laws (as defined in paragraph (b) below); (ii) There are no Hazardous Materials present in, or being released to, the air, surface or sub-surface soils or in the groundwater at, on, in, under, beneath, or in the vicinity of the activities, operations, Real Property or assets of the Partnership Entities in amounts or concentrations that are reasonably likely to result in a material liability under any Environmental Laws; (iii) None of Parent, including holding the Selling Parties nor any of the Partnership Entities has received any written request for information, or has received written notification that it has any liability, or is a potentially responsible party, under any Environmental Law that is material in nature with respect to any on-site or off-site location for which liability is currently being asserted against them with respect to the activities, operations, Real Property or assets of any of the Partnership Entities; (iv) There are no material writs, injunctions, decrees, orders or judgments outstanding, or any Legal Proceedings pending or, to the Knowledge of the Selling Parties, threatened involving any of the Partnership Entities or the activities, operations, Real Property or assets of the Partnership Entities relating to (A) its compliance with any Environmental Law, or (B) the release, disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials (as defined in paragraph (b) below) into the environment at any on-site or off-site location; (v) Each of the Partnership Entities has obtained, currently maintains and complying is in all material respects compliance with all permits, certificates, licenses, approvals, registrations and authorizations Licenses which are required under Environmental Laws for its operations, activities, Real Property and assets (collectively, "ENVIRONMENTAL PERMITS"), and all such Environmental Permits are in effect. No appeal nor any other Legal Proceeding is pending to revoke any such Environmental Permit, nor, to the Knowledge of the Selling Parties, threatened, and to the Knowledge of the Selling Parties, no facts or circumstances exist that if unabated would be reasonably expected to result in any Environmental Permit being revoked, rescinded or withdrawn, or not being renewed or reissued on substantially the same terms; (vi) The Selling Parties and Parent have made available to Buyer all internal and external audits, studies and reports on environmental matters relevant to the Partnership Entities that (A) have been retained in the files of any Selling Party or their operationsAffiliates or the Partnership Entities and (B) were prepared or received at any time after January 1, 1998 (including such documents that may relate to the Excluded Assets, as defined in the WPL Contribution Agreement, and any real property of the type described in Section 2.21(a)(vii) below); and (vii) The representations in Sections 2.21(a)(ii), (a)(iii) and (a)(iv) above, also apply to with respect to real property or assets that were owned, leased or operated by the Partnership Entities subsequent to January 1, 1998 but that are no longer owned, leased or operated by the Partnership Entities on the date hereof, but only with respect to the periods such real property or assets were owned, leased or operated by the Partnership Entities; provided, however, that such representation with respect to Section 2.21(a)(iv) is made only to the Knowledge of the Selling Parties. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that following terms shall have the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.following meanings:

Environmental, Health and Safety Matters. Except as set forth 4.18.1 Seller has for the past five (5) years complied and is in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are compliance, in compliance each case in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements the failure of which will not have a Material Adverse Effect. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) 4.18.2 Without limiting the generality of the foregoing, none Seller has obtained, has for the past five years complied, and is in compliance with, in each case in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Transferred Entities Business the failure of which will not have a Material Adverse Effect. 4.18.3 Except as set forth on Schedule 4.18, Seller has not received any outstanding written notice, regarding any actual or alleged material indemnification obligationviolation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liability, pursuant to any Environmental Lawpotential material liabilities, including but not limited toany material investigatory, any investigation, cleanup, removal action, response action, remediationremedial, or corrective action obligationobligations, relating to the Business Real Property orit or its facilities arising under Environmental, Health, and Safety Requirements. 4.18.4 Seller, nor to the Knowledge best of SellersSeller’s knowledge, to any (i) formerly owned of its respective predecessors or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or in a manner that would reasonably be expected owned or operated any property or facility (and no such property or facility is contaminated by any such substance) so as to result in give rise to any current or future material liabilities, including any material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. 4.18.5 Seller, nor to the best of Seller’s knowledge, any of its respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos, and with respect to such entities, to the best of Seller’s knowledge, none of such entities is or will become subject to any liabilities with respect to the presence of asbestos in any product or item or in or upon any property, premises, or facility. 4.18.6 Seller has furnished to Purchaser all material environmental audits, reports, and other material environmental documents relating to its or its respective predecessors’ or Affiliates’ past or current properties, facilities, or operations that are in their possession, custody, or under their reasonable control. 4.18.7 Neither the Facility, as such term is defined in the Assigned Contracts, nor the assignments and conveyances contemplated by this Purchase Agreement, are regulated by the Industrial Site Recovery Act, N.J.S.A. 13:1k et seq. and related administrative code (“ISRA”), and in the alternative, if regulated, is exempt from reporting or compliance requirements or any other requirements by way of description, but not limited tolimitation, such as those as contemplated by N.J.S.A. 13:1k9 and related administrative code. This representation shall survive the Closing and shall remain in effect in perpetuity or until such time as the New Jersey Department of Environmental Protection (“NJDEP”) issues a “No Further Action” letter concerning the Facility. If at any material obligation time, subsequent to conduct an investigationthe Closing, cleanupthe NJDEP determines that the Facility is regulated by ISRA and that the Facility is not in compliance with ISRA, removal action, response action, remediation or corrective action) Purchaser shall be entitled to any of indemnification by the Transferred Entities under applicable Environmental LawsSellers and Chartwell for the costs associated with coming into compliance with ISRA. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 4.18: (ai) The Transferred Entities are in compliance in Except as will not have a Company Material Loss, the Company and each Subsidiary possess all material respects with permits and approvals required under, and each is in material compliance with, all applicable Environmental Laws, including holding and complying the Company and each Subsidiary is in material compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under applicable Environmental Laws for their operationsor contained in any other applicable Law; (ii) neither the Company nor any Subsidiary has received notice of actual or threatened liability under CERCLA or any similar foreign, state or local Law from any Governmental Entity or any third party; (iii) neither the Company nor any Subsidiary has entered into or agreed to enter into, and neither the Company nor any Subsidiary has contemplated entering into, any consent decree or order, and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental Law; (iv) to the Knowledge of the Shareholder, neither the Company nor any Subsidiary has been alleged to be in violation of, and has not been subject to any administrative or judicial proceeding pursuant to, applicable Environmental Laws either now or any time during the past three (3) years; and neither the Company nor any Subsidiary has paid any fine, penalty or assessment within the prior three (3) years with respect to a violation of Environmental Laws; (v) to the Knowledge of the Shareholder, neither the Company nor any Subsidiary is subject to any material claim, obligation, liability, loss, damage or expense of any kind or nature whatsoever, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and which arises out of any act or omission of the Company or any Subsidiary, or the Company’s or any Subsidiaries’ employees, agents or other Representatives or out of the ownership, use, control or operation by the Company or any Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or which, in the three (3) years before Closing, were owned or leased by the Company or any Subsidiary) from which any Hazardous Materials were Released; and (vi) the Company has made available to the Purchaser correct and complete copies of all reports, correspondence, memoranda, computer data and the complete files relating to environmental matters of the Company and its Subsidiaries. (b) The Transferred Entities representations and warranties set forth in this Section 4.18 are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawShareholder’s sole and exclusive representations and warranties regarding environmental matters. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance Each of the Company, its Subsidiaries, predecessors and Affiliates has complied in all material respects with all applicable Environmental Laws, and, except as set forth on Schedule 4.16, there are no past or current Environmental Claims pending or threatened against the Company or any of its Subsidiaries, predecessors or Affiliates and there are no facts or circumstances that could reasonably be expected to form the basis for any Environmental Claim against the Company or any of its Subsidiaries, predecessors or Affiliates. (b) Neither the Company nor any of its Subsidiaries, predecessors or Affiliates has caused or allowed the generation, treatment, storage or disposal of Hazardous Substances on any real property, including holding without limitation, the Leased Real Property, any real property formerly leased or owned by the Company or any of its Subsidiaries, predecessors or Affiliates or any other location except (i) in accordance with applicable Environmental Laws and complying (ii) as set forth on Schedule 4.16. (c) Neither the Company nor any of its Subsidiaries, predecessors or Affiliates has caused or allowed the (i) release of Hazardous Substances into the environment except where the release of such Hazardous Substances was in accordance with applicable Environmental Laws or (ii) as set forth on Schedule 4.16. (d) There have been no environmental investigations, studies, tests, reviews or other analyses conducted by, on behalf of, or that are in the possession of the Company or any of its Subsidiaries, or, to the knowledge of the Company, in the possession of any of its predecessors, with respect to the Leased Real Property or any property formerly leased or owned by the Company or any of its Subsidiaries, predecessors or Affiliates that have not been made available to Parent, Merger Sub or any of their representatives prior to the execution of this Agreement. (e) All environmental permits and other material permits for all activities relating to the operation of the Business necessary at any time prior to the date of this Agreement and prior to the Closing Date have been obtained and were and are in full force and effect. Each of the Company and its Subsidiaries, predecessors and Affiliates has complied and is in compliance in all material respects with all permits, certificates, licenses, approvals, registrations environmental permits with respect to the operation of the business of the Company and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities its Subsidiaries and there are not subject to any pending Action or written notice from a Governmental Entity alleging that no known reasons why the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To business of the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Company and its Subsidiaries currently operating on the Leased Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but cannot limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationlawfully continue. (f) None except as set forth on Schedule 4.16, none of the Transferred Entities has treatedCompany, stored, disposed of, arranged for or permitted the disposal of, transported, handledits Subsidiaries, or released any Hazardous Material in material violation of their respective predecessors or Affiliates, has either expressly or by operation of law, assumed or undertaken any liability, including without limitation, any obligation for corrective or remedial action, of any Person relating to Environmental Laws, Laws or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsHazardous Substances. (g) To As used in this Agreement, the Knowledge of Sellers, neither this Agreement nor following terms have the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.meanings set forth below:

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 To Seller’s Knowledge and unless any noncompliance does not have an impact that could reasonably be expected to exceed €40,000 on the Wireline Communications Business, each Affiliate of Seller that is lessee with respect to each parcel of the Sellers Disclosure Letter: (a) The Transferred Entities are Leased Premises to be subleased to Buyer or a Buyer Designee under any Sublease Agreement is in compliance in all material respects with all Laws applicable Environmental Laws, including holding and complying in all material respects to such parcel of the Leased Premises or the occupation thereof. Each Affiliate of Seller that is owner or lessee with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are respect to each parcel of Owned Premises or Leased Premises has not subject to received any pending Action or written notice (or, to Seller’s Knowledge, any other notice) from a any Governmental Entity Body alleging that the Transferred Entities are Seller may be in violation of, or have liability liable under, any Environmental Law. Law applicable to such Owned Premises or Leased Premises. In connection with each parcel of Owned Premises or Leased Premises, the Affiliate of Seller that is owner or lessee with respect to such Owned Premises or Leased Premises: (ci) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at not entered into or agreed to any Business Real Property in an amount, manner order or condition that would reasonably be expected become otherwise subject to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and any order relating to compliance with Laws or the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanupsampling, removal actionmonitoring, response actiontreatment, remediation, removal or corrective action obligationcleanup of hazardous materials and, to Seller’s Knowledge, no Proceeding is pending or threatened in writing with respect thereto; and (ii) is not an indemnifying party in connection with any claim threatened or asserted in writing by any Third-Party with respect to such Owned Premises or Leased Premises relating to any hazardous materials. None of the Business Real Property Owned Premises or Leased Premises is listed or, to Seller’s Knowledge, proposed for listing on the Knowledge of Sellers, to “National Priorities List” under CERCLA or any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation corresponding law of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of country other than the Transferred Entities under applicable Environmental LawsUnited States. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 2.22 of the Sellers Company Disclosure Letter: (a) The Transferred Entities Schedule, the Company and its Subsidiaries are in compliance in all material respects with all Environmental Laws applicable Environmental Lawsto the operations at the facilities currently owned or leased by the Company or such Subsidiary and any licenses, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations or consents required to be obtained by the Company or such Subsidiary under applicable Environmental Laws for their operationsto operate such facilities as currently operated. (b) The Transferred Entities are not subject There is no pending or, to any pending Action the Company’s knowledge, threatened civil or criminal Litigation or written notice from a Governmental Entity of violation alleging that any facilities currently or formerly owned or leased by the Transferred Entities Company or any of its Subsidiaries are in violation ofviolation, do not comply with, or have has liability under, any Environmental Law. (c) To the Knowledge knowledge of Sellersthe Company, there has been no Release of any Hazardous Materials by the Company or any of its Subsidiaries into, on, at or from any Business Real Property facilities or real property currently or formerly owned, leased or operated by the Company or its Subsidiaries in an amount, manner violation of any Environmental Law or condition that which would reasonably be expected to result in material liability liabilities to the Transferred Entities under applicable Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written notification of any potential responsibility of the Company or any of its Subsidiaries pursuant to the provisions of CERCLA or any analogous state Environmental LawsLaw. (d) Sellers have The Company has made available to Purchasers the Buyer copies within its possession of any and all material written environmental assessments, audits, and assessments or reports in their possession and relating to the Business Company’s or its Subsidiaries’ operations or any Business Real Property. (e) Without limiting the generality of the foregoingreal property currently or formerly owned, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned leased or operated property, by the Company or (ii) offsite disposal locationits Subsidiaries. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities are in compliance in all material respects Predecessors and the Partnership have complied with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (eii) Without limiting the generality of the foregoing, none the Predecessors and the Partnership have obtained and complied with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the Transferred Entities operation of its business. A list of all such permits, licenses and authorizations is contained in the Disclosure Schedule, and copies of all such permits, licenses and authorizations have been provided by the Company to the Buyer. (iii) Neither the Predecessors nor the Partnership has received any outstanding material indemnification obligationwritten or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orany of them or its facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fiv) None of Except as described in the Transferred Entities Disclosure Schedule, neither the Predecessors nor the Partnership has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability (includingfor response costs, but not limited tocorrective action costs, any material obligation to conduct an investigationpersonal injury, cleanupproperty damage, removal action, response action, remediation natural resources damages or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third partieslegal fees, pursuant to any other Environmental, Health, and Safety Requirements. (v) Neither the Predecessors nor the Partnership has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (vi) No facts, events or conditions relating to the past or present facilities, properties or operations of the so-called “transaction-triggered” Predecessors or “responsible the Partnership will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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 transfer” Environmental Lawsdamage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Company is and, during the five (5) years prior to the date hereof, has been, in compliance in all material respects with all applicable Environmental Laws, including holding which compliance has included obtaining and complying at all times and in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations material permits required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (db) Sellers have made available Except as set forth on Section 4.15(b) of the Seller Disclosure Schedule, the Company has not, during the five (5) years prior to Purchasers copies the date hereof, received any written notice, Claim or report from any Governmental Authority or third party regarding either (i) any material violation of all Environmental Laws by the Company; (ii) any allegation of any actual or potential material written environmental assessments, audits, and reports in their possession and responsibility or Liability of the Company under Environmental Laws; or (iii) relating to any disposal, release or threatened release of, or exposure to, any Hazardous Materials or Petroleum for which the Business Company has potential Liability except, in the case of either (i), (ii) or any Business Real Property(iii) above, with regard to matters that have been fully and finally resolved prior to the date hereof without future obligation. (ec) Without limiting the generality of the foregoingThe Company has not used, none of the Transferred Entities have any outstanding material indemnification obligationstored, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, storedtransported, manufactured, refined, handled, produced, emitted, released, disposed of, arranged for or permitted the disposal of, transportedor exposed any Person to, handledany Hazardous Materials or Petroleum, including on, under, at or released from the Company Real Property, except in compliance in all material respects with applicable Environmental Law and as would not give rise to any material Liability or material investigatory, corrective or remedial obligation pursuant to any Environmental Law. (d) The Company does not own or operate any property or facility and has not previously owned or operated any property or facility which is or has been contaminated by any Hazardous Material or Petroleum so as to give rise to any material Liabilities of the Company or material investigatory, corrective or remedial obligations of the Company under Environmental Laws. There is no asbestos contained in material violation or forming part of any building, structure or asset at the Company Real Property except for such material that is being maintained in compliance with applicable Environmental Laws and would not give rise to any material Liabilities. Except as set forth on Section 4.15(d) of the Seller Disclosure Schedule, there is not now nor has there ever been any asbestos or mercury contained in or forming part of any products currently or previously manufactured, distributed or sold by the Company or any of its predecessors (or any other Person for whose conduct any of them are or may be responsible). (e) The Company is not subject to any Action or any Governmental Order pursuant to Environmental Law or relating to any Hazardous Material or Petroleum. (f) The Company has not, expressly or by operation of Law, assumed, undertaken, or provided an indemnity with respect to any material Liability or any material investigatory, corrective or remedial obligation, of any other Person relating to Environmental Laws, including any Release of Hazardous Materials or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsPetroleum. (g) To Seller has made available to Buyer true, complete and correct copies of all material environmental site assessments, audits, reports and all other documents materially bearing on environmental, health or safety Liability related to the Knowledge of Sellerspast or current operations, neither this Agreement nor the consummation properties or facilities of the transactions contemplated hereby will result in any obligations for site investigation or cleanupCompany (including, or notification to or consent of any Governmental Entity or third partieswithout limitation, pursuant to any the environmental condition of the so-called “transaction-triggered” Company Real Property), in each case which are in the possession of Seller or “responsible property transfer” the Company or under the reasonable control of Seller or the Company. (h) Notwithstanding anything to the contrary contained in this Agreement, the representations and warranties in this Section 4.15 are the sole and exclusive representations and warranties of Seller concerning environmental matters, including any matters arising under Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller, Subsidiaries, Acquired Assets and business of Seller have been in material compliance in all material respects with all applicable Environmental Laws, including holding all Permits. Except for Hazardous Substances necessary in the Ordinary Course of Business and complying which are and were stored and disposed of in all material respects compliance with all permitsapplicable Environmental Laws, certificatesneither Seller nor its predecessors, licensesAffiliates and Subsidiaries have ever generated, approvalstransported, registrations stored, treated or disposed of Hazardous Substances on, at, or about the Premises, and authorizations required the Premises have not been used by anyone to store or dispose of waste or Hazardous Substances during the period that Seller has owned or occupied the Premises, or, to the Knowledge of Seller, prior to said period. No activity has been conducted by Seller at the Premises or adjoining properties that has given rise to, or would reasonably be expected to give rise to, any Adverse Consequences under any Environmental Laws for their operationsLaws, or any Environmental Liabilities and Costs. (b) The Transferred Entities Seller and the Subsidiaries hold all Permits required by all Environmental Laws applicable to ownership or operation of their businesses and Premises at all times, including during periods of full production capacity, and all such permits are not subject identified on Section 3.24(a)3.24 of Seller’s Disclosure Schedule. Seller and each Subsidiary has timely filed all applications, notices and other documents necessary to any pending Action or written notice from a Governmental Entity alleging that effect the Transferred Entities are in violation of, or have liability under, any Environmental Lawtimely renewal of all such Permits. (c) To the Knowledge of SellersSeller, there has been no Release all Permits for the ownership or operation of Hazardous Materials at any Business Real Property in an amountSeller’s and the Subsidiaries’ businesses and Premises can be transferred or reissued to Buyer without material modification and, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental LawsKnowledge of Seller, all such Permits will be renewable upon expiration without imposition of materially stricter requirements if such expiration occurs within one year after the date of this Agreement. (d) Sellers have made available None of Seller, the Subsidiaries, the Premises, Seller’s business, the Subsidiaries’ business, or the Acquired Assets, are subject to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligationor unresolved citation, notice, request, order, inspection, report, or other directive of any unresolved material enforcement action or liability, pursuant Governmental Authority relating to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediationPermits or Releases of a Hazardous Substance. (e) There are no and have been no circumstances or conditions present at or arising out of the Acquired Assets, or corrective action obligationassets formerly owned by Seller or the Subsidiaries, relating the Premises or premises formerly occupied by Seller or its Subsidiaries, or the current or former ownership or operation of Seller’s or is Subsidiaries’ businesses, including without limitation any on-site or off-site disposal or other Release of a Hazardous Substance, which would reasonably be expected to the Business Real Property or, to the Knowledge of Sellers, give rise to any (i) formerly owned or operated property, or (ii) offsite disposal locationEnvironmental Liabilities and Costs. (f) None of Neither Seller, the Transferred Entities Subsidiaries nor Seller’s or its Subsidiaries’ businesses or, to Seller’s Knowledge, Premises has treatedreceived any written or oral notice, stored, disposed of, arranged for or permitted the disposal of, transported, handledreport, or released information regarding any Hazardous Material in material actual or alleged (i) noncompliance with or violation of Environmental Laws; (ii) actual or alleged Adverse Consequences or Environmental Liabilities and Costs, including any Environmental LawsCondition relating to the Business, the Acquired Assets, the Premises, or in a manner that would reasonably be expected to result in material liability Seller or its Subsidiaries arising under Environmental Laws; or (including, but not limited to, iii) other alleged or actual responsibility for any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) Environmental Liabilities and Costs relating to any Release of the Transferred Entities under applicable Environmental Lawsa Hazardous Substance. (g) Seller and the Subsidiaries are in material compliance with all occupational, safety and health standards required by Environmental Laws in connection with the conduct of Seller’s and the Subsidiaries’ businesses and has not received notice of any violation or infraction of same or of any work-related chronic illness or injury among employees of Seller’s or the Subsidiaries’ businesses, except as accurately reported on its OSHA 200/300 Logs, copies of which have been delivered to Buyer. (h) To Seller’s Knowledge this transaction, including the Knowledge of Sellers, neither this Agreement nor the consummation leases of the transactions contemplated hereby will Premises to Buyer, does not trigger any transaction-based disclosure, cleanup, investigation or other obligation that may result in any obligations for site investigation Environmental Liabilities and Costs or cleanupany Adverse Consequences, under any Environmental Laws or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental other Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: Schedule 4.13, (a) The Transferred Entities the Seller Parties and the Corporation are in compliance in all material respects with all applicable Environmental Laws (as defined below) and other federal, state and local health and safety requirements (jointly with the Environmental Laws, including holding the “Environmental, Health and complying Safety Requirements”) in all material respects connection with all permitsowning, certificatesusing, licenses, approvals, registrations maintaining and authorizations required under Environmental Laws for their operations. operating the Business; (b) The Transferred Entities the premises leased under the Lease Agreement are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are and have been in violation ofcompliance with all Environmental, or have liability under, any Environmental Law. Health and Safety Requirements; (c) To Seller Parties and the Knowledge Corporation have not used, stored, treated, transported, shipped off-site, manufactured, generated, refined, handled, produced, disposed, or released any hazardous materials on, under, at, to, from or in any way affecting any real property owned, operated or used at any time by the Business in any manner that (i) constituted or constitutes a violation of Sellersany Environmental, Health and Safety Requirements, or (ii) required or requires remediation or abatement under any Environmental, Health and Safety Requirements; (d) none of the Seller Parties or the Corporation or the Business has agreed to indemnify or hold harmless any other person for any violation of Environmental, Health and Safety Requirements or any remediation required thereunder and, to the extent that either is subject to such an agreement, none of the Seller Parties or the Corporation or the Business have been subject to a claim to so indemnify or hold harmless any such other person and, to Seller Parties’ knowledge, there has been are no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition circumstances that would could reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. such a claim; (dg) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities Seller Parties or the Corporation or the Business have given any outstanding material indemnification obligationrelease or waiver of liability related to the presence of any Hazardous Materials; and (h) Seller Parties and the Corporation have delivered to Purchaser true and complete copies and results of all permits, environmental reports, investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that are in the possession or control of Seller Parties and the Corporation related to the Business, and any unresolved material enforcement action real property operated or liability, used at any time by the Business. All Permits required to be held by Seller Parties and the Corporation or the Business pursuant to any Environmental LawEnvironmental, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationHealth and Safety Requirements are set forth on Schedule 4.11. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in on Section 3.18 3.20 of the Sellers Disclosure LetterSchedule: (a) The Transferred Entities are Each Seller Entity and Acquired Company has complied and is in compliance compliance, in each case in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding Health, and complying Safety Requirements (in all material respects with all permitsthe case of each Seller Entity, certificatesrelating to the Business), licensesincluding, approvals, registrations the California Safe Drinking Water and authorizations required under Environmental Laws for their operationsToxic Enforcement Act of 1986 and the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Regulations 2012 (as amended). (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none each Seller Entity and Acquired Company has obtained, has complied in all material respects, and is in compliance in all material respects, with all Permits and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the operation of the Transferred Entities have Business as currently conducted (“Environmental Permits”). A list of all Environmental Permits is set forth on Section 3.20(b) of the Disclosure Schedule. To the Knowledge of Seller, no material change in facts or circumstances reported or assumed in the applications for or the granting of the Environmental Permits exists. There are not any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property Proceedings pending or, to the Knowledge of SellersSeller, threatened to revoke, modify or limit any of the Environmental Permits or which would jeopardize the validity of any of the Environmental Permits. (c) No Seller Entity or Acquired Company has received any written or, to the Knowledge of Seller, verbal claim, action, complaint, cause of action, citation, Order, investigation or notice, report or other information, in each case, that is outstanding or unresolved, regarding any actual or alleged violation of Environmental, Health, and Safety Requirements relating to the Business or the operation of the facilities of any of the Acquired Companies or Seller Entities relating to the Business, or any Liabilities or potential Liabilities (including any investigatory, remedial or corrective action obligations), relating to the Real Property, current or former facilities or the Business arising under Environmental, Health, and Safety Requirements. (d) No property or facility owned or, to the Knowledge of Seller, leased or operated by any Acquired Company or any Seller Entity (in the case of a Seller Entity, in connection with the Business) contains: (i) formerly owned or operated property, or any underground storage tanks currently (ii) offsite disposal locationfriable or damaged asbestos containing materials that must be encapsulated, removed or abated under any Environmental, Health, and Safety Requirement or (iii) any polychlorinated biphenyls (“PCBs”) or transformers, capacitors, ballasts, or other equipment which contain dielectric fluid containing PCBs that must be removed or abated under any Environmental, Health, and Safety Requirement. (fe) None of No Seller Entity (in each case, with respect to the Transferred Entities Business) or Acquired Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any substance, including any Hazardous Material in material violation of any Environmental LawsSubstance, or owned or operated any property or facility (and to the Knowledge of Seller no such property or facility is contaminated by any Hazardous Substance) in a manner that has given or would reasonably be expected give rise to result in material liability (includingLiabilities, but not limited to, including any material obligation to conduct an investigation, cleanup, removal actionLiability for investigation costs, response actioncosts, remediation remedial costs, corrective action costs, personal injury, property damage, natural resources damages or corrective actionattorney and consultant fees and costs, pursuant to CERCLA or the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements. (f) No Environmental Lien or environmental land use restriction has attached to or been placed on the Owned Real Property or, to the Knowledge of the Seller any Leased Real Property or other property now or formerly operated or used by any Seller Entity (in connection with the Business) or any Acquired Company or any of the Transferred Entities under applicable Environmental Lawstheir predecessors. (g) No Seller Entity (in each case, with respect to the Business) or Acquired Company has, either expressly or, to the Knowledge of Seller, by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (h) None of the Real Property or any other property now or, to the Knowledge of Seller, formerly owned, operated or used by an Acquired Company or in connection with the Business is listed or proposed for listing on the National Priorities List pursuant to CERCLA, or listed on the Comprehensive Environmental Response Compensation Liability Information System List, or any similar state list of sites. (i) To the Knowledge of SellersSeller, neither this Agreement nor there are no material Liabilities arising from environmental conditions or circumstances, or occupational health or safety conditions or circumstances, on the consummation Real Property that pose a risk to the health or safety of Persons, employees, consultants or independent contractors, or an unreasonable risk to the environment. (j) Section 3.20(j) of the transactions contemplated hereby will result in any obligations for site Disclosure Schedule lists each written Phase I or II environmental assessment, health and safety audit, soil or soil vapor or groundwater investigation report, corrective action report, response or cleanupremedial action report, risk assessment, environmental compliance audit, or notification other similar report within Seller’s possession or control regarding environmental, health and safety issues relating to the Real Property (“Environmental Reports”) prepared by or consent on behalf of any Governmental Seller Entity or third partiesany Acquired Company or, pursuant to the Knowledge of Seller, any of Governmental Body or any other Person with respect or relating to the so-called “transaction-triggered” Real Property or “responsible any other property transfer” currently or formerly owned or operated by an Acquired Company or the Business, and Seller has provided Buyer with access to all such Environmental LawsReports that are in their possession or control.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller is in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsexcept as would not have a Material Adverse Effect. (b) The Transferred Entities Within the last three (3) years, Seller has not received any written notice, report or other information alleging, and to Seller’s Knowledge there are not subject to any pending Action or written notice from no conditions that constitute, a Governmental Entity alleging that the Transferred Entities are in violation ofof Environmental Laws, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) relating to the Energy Centers arising under Environmental Laws, except as would not have liability under, any Environmental Lawa Material Adverse Effect. (c) To Seller has not caused or allowed the Knowledge generation, treatment, manufacture, processing, distribution, use, storage, disposal, Release, transport or handling of Sellers, there has been no Release of any Hazardous Materials Substances at any Business Real Property of the Purchased Assets that has resulted in (i) an amountinvestigation or cleanup required under Environmental Laws or (ii) a violation of any Environmental Law, manner or condition that except, in each case, as would not reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Lawshave a Material Adverse Effect. (d) Sellers have made available There are no pending or, to Purchasers copies of all material written environmental assessmentsSeller’s Knowledge, audits, and reports in their possession and relating threatened legal proceedings with respect to the Business Purchased Assets alleging or concerning any violation of or responsibility or liability under any Environmental Law or the Release, threatened Release or presence of any Hazardous Substances at, on, beneath, to, from or in the indoor or outdoor environment at any of the Purchased Assets or any Business Real Propertyoff-site location (including soil sediment, surface water, groundwater, air or any component of a structure), except as would not have a Material Adverse Effect. (e) Without limiting Seller holds all material Governmental Approvals from all Governmental Authorities under all Environmental Laws required for the generality of Energy Centers and the foregoing, none of the Transferred Entities Purchased Assets and is in compliance with all such Governmental Approvals (except for such noncompliance as would not have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property a Material Adverse Effect). There are no pending or, to the Knowledge Seller’s Knowledge, threatened actions seeking to modify, revoke or deny renewal of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationsuch Governmental Approvals. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to Notwithstanding any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellersrepresentations and warranties contained elsewhere in this Agreement, neither this Agreement nor the consummation of the transactions contemplated hereby will result all matters relating in any obligations for site investigation way to compliance with or cleanup, liability under or notification to or consent of in connection with any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” representations and warranties regarding Environmental LawsLaws and related matters shall be governed exclusively by this Section 4.13.

Environmental, Health and Safety Matters. Except as set forth described in Section 3.18 of the Sellers Disclosure LetterSchedule 4.17, with respect to each Seller: (a) The Transferred Entities are the Seller possesses all material Permits and approvals required for the operation of the Business as currently conducted under, and is in compliance in all material respects with, all Environmental Laws, and the Seller is in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such Permits and approvals; (b) the Seller has not received written notice of actual or threatened liability under any Environmental Law from any Governmental Entity or any third party and, to the Knowledge of Seller, there is no fact or circumstance which could form the basis for the assertion of any claim against the Seller under any Environmental Law including CERCLA or any similar Environmental Law with respect to any on-site or off-site location; (c) the Seller has not entered into or agreed to enter into and the Seller does not contemplate entering into, any consent decree, agreement or order, and the Seller is not subject to any judgment, decree or judicial or administrative order of any Governmental Entity relating to compliance with, or the cleanup of Hazardous Materials under any applicable Environmental Law; (d) the Seller has not received written notice that it is in violation of, and the Seller has not been subject to, any administrative or judicial proceeding pursuant to applicable Environmental Laws or regulations either now or any time during the past five (5) years; (e) the Seller is not subject to any claim, obligation, liability, loss, damage or expense of any kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law or arising out of any act or omission of the Seller, or the Seller’s employees, agents or representatives or arising out of the ownership, use, control or operation by the Seller of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by the Seller) from which any Hazardous Materials were Released into the environment (the term “Release” meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, and the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air), except for any claim, obligation, liability, loss, damage or expense that is not material; (f) the Seller has made available to Purchaser copies of all environmental reports, studies or assessments in its possession or under its control relating to Seller’s potential or actual liability under or compliance with Environmental Laws, including holding and complying to any material Releases of any Hazardous Materials at any plant, facility, site, area or property currently or previously owned or leased by the Seller, and to the Knowledge of Sellers, there are no misstatements or omissions in such reports, studies or assessments; (g) the Seller has not paid any fine, penalty or assessment within the prior five (5) years with respect to matters arising under applicable Environmental Laws; (h) there are no Environmental Laws applicable to any Leased Real Property that would require Sellers to obtain the approval of, or provide notice to, any Governmental Entity (which has not been obtained or provided) as a condition to the consummation of the transactions contemplated by this Agreement; (i) to the Knowledge of Seller, no Leased Real Property, improvements or equipment included within the Purchased Assets contain any asbestos-containing materials, polychlorinated biphenyls, underground storage tanks, open or closed pits, sumps or other containers on or under any such Purchased Assets; and (j) the Seller has not imported, manufactured, stored, managed, used, operated, transported, treated or disposed of any Hazardous Material other than in compliance in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of Schedule 5.10 and for such matters that, individually or in the Sellers Disclosure Letteraggregate, would not reasonably be expected to have a Material Adverse Effect: (a) The Transferred Entities are Seller is and, during the relevant time periods specified in applicable statutes of limitations, has been in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects Laws with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations.respect to its operation of the Transferred Business; (b) The Transferred Entities are not subject Seller holds and is in compliance with all Permits required under applicable Environmental Laws to any pending Action or written notice from a Governmental Entity alleging that construct and operate the Acquired Assets and to own and operate the Transferred Entities Business as currently operated, and has timely filed any renewal applications required to be filed by a specific date in order to maintain the effectiveness of such Permits; (c) There are no claims, actions, suits, or proceedings pending or, to Seller’s Knowledge, threatened against Seller under applicable Environmental Laws with respect to the operation of the Transferred Business or the Acquired Assets; (d) There have been no Releases of Hazardous Substances on, under or from the Acquired Assets in violation of, or have liability that require reporting or Remediation under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating Seller has not received any written notification or request for information indicating that it is a potentially responsible party under CERCLA or any similar state law with respect to the Business Acquired Assets or any Business Real Property.its operation of the Transferred Business; (e) Without limiting the generality Seller has delivered to Buyer all environmental reports (including all Phase I and Phase II Environmental Site Assessment reports, investigations and studies) relating to any of the foregoing, none Acquired Assets or the Transferred Business that are in the possession of the Transferred Entities have any outstanding material indemnification obligation, Seller or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location.its Representatives; and (f) None of Seller is not subject to any Order under any Environmental Law relating to the Acquired Assets or the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsBusiness. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in There currently are not and never have been any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to power generation facilities (other than back-up generation equipment) on any of the so-called “transaction-triggered” Owned Real Property or “responsible property transfer” Transferred Easements. Notwithstanding any other provision in this Agreement to the contrary, the representations and warranties made in this Section 5.10 are Seller’s exclusive representations and warranties relating to compliance with, and possession of Permits required under, Environmental Laws, and with respect to any Releases of Hazardous Substances.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 3.14(a) of the Sellers Seller Disclosure Letter: Schedule, the Seller, the Selling Affiliates and the Acquired Companies (ai) The Transferred Entities are in material compliance with all, and since January 1, 2010, have not violated in any material respect any, Environmental Laws (to the extent that they relate to the Business) and (ii) hold all material respects with all applicable Environmental LawsGovernmental Authorizations required of the Seller, including holding the Selling Affiliates and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Owned Real Property, the Acquired Company Real Property, the Leased Real Property and the Acquired Company Leased Real Property as presently occupied and the Seller is not aware of any reasonable basis for their operationsany such Governmental Authorization to be revoked, adversely modified or not renewed. (b) The Transferred Entities are not subject None of the Seller, any Selling Affiliate or any Acquired Company has received any written notice stating that the conduct of the Business or the condition of any Owned Real Property, Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property is in violation of any Environmental Law in a way that could be material to any pending Action Acquired Companies or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawBusiness. (c) To No Proceeding is pending or, to the Knowledge Seller’s Knowledge, threatened against the Seller, any Selling Affiliate or any Acquired Company that alleges a violation by the Seller, any Selling Affiliate or any Acquired Company of Sellersany applicable Environmental Laws (to the extent that they relate to the Business) or relating to Hazardous Materials. (d) No Seller, there Selling Affiliate or Acquired Company has been no Release of used, stored, disposed of, or otherwise managed Hazardous Materials at (and to the Seller’s Knowledge, no Hazardous Materials are otherwise affecting or present at) any Business Owned Real Property, Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property or, to the Seller’s Knowledge, at any other location for which any Acquired Company or the Business is otherwise subject to liability, in an amount, a manner or condition under circumstances 40 or conditions, that could reasonably be expected to (i) give rise to material liability of the Business, or (ii) materially interfere with continued operations of the Business. (e) None of the Seller, any Selling Affiliate or any Acquired Company has assumed or retained, by contract or, to the Seller’s Knowledge, by operation of Law, any liabilities or obligations under Environmental Law or relating to Hazardous Materials that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationa Material Adverse Effect. (f) None of The Seller has made available to the Transferred Entities has treatedPurchaser all environmental reports, storedand all correspondence with any Governmental Authority or any other Person relating to any unresolved environmental claims, disposed of, arranged requests for or permitted the disposal of, transported, handledinformation, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner obligations that would could reasonably be expected to result be material, in material any case in the custody or control of the Seller, the Selling Affiliates and the Acquired Companies containing information relating to noncompliance with or liability (includingunder any Environmental Law or regarding any Hazardous Materials, but not limited to, in any material obligation to conduct an investigation, cleanup, removal action, response action, remediation case for which the Business or corrective action) to any of the Transferred Entities under applicable Environmental LawsAcquired Companies may be liable. (g) To The representations and warranties in Sections 3.3, 3.5 3.6, 3.10 and this Section 3.14 constitute the Knowledge of Sellers, neither this Agreement nor the consummation sole and exclusive representations and warranties of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant Seller with respect to any of the so-called “transaction-triggered” or “responsible property transfer” matters relating to compliance with Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as set forth in on Section 3.18 4.20(a) of the Sellers Disclosure Letter: Letter and except as has been fully remediated such that no Acquired Company has any remaining remediation obligations, each Acquired Company is, and at all times has been, (aas to Seller’s representation and warranty only, to Seller’s Knowledge) The Transferred Entities are in material compliance with, and has not been and is not in all material respects with violation of or liable under, all applicable Environmental LawsEnvironmental, including holding Health and complying in Safety Laws and all material respects with all permitsapplicable Licenses and Permits related to environmental, certificates, licenses, approvals, registrations health and authorizations required under Environmental Laws for their operationssafety matters. (b) The Transferred Entities Except as set forth on Section 4.20(b) of the Disclosure Letter and except where the failure to do so would not have a Material Adverse Effect, (as to Seller’s representation and warranty only, to Seller’s Knowledge) neither Seller nor any Acquired Company has any basis to expect, nor has any of them or any other Person for whose conduct they are not subject or may be held to be responsible received, any actual or Threatened Order, notice, or other communication from (i) any Governmental Authority or private citizen acting in the public interest, or (ii) the current or prior owner or operator of any Facilities, of any actual or potential violation or failure to comply with any Environmental, Health or Safety Law, or of any actual or Threatened obligation to undertake or bear the cost of any Environmental, Health, and Safety Law Liabilities with respect to any pending Action of the Facilities or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofany other properties or assets (whether real, personal, or have liability undermixed) in which Seller or any Acquired Company 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 Seller, any Environmental LawAcquired Company, 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. (c) To Except as set forth on Section 4.20(c) of the Disclosure Letter, to the Knowledge of SellersSeller and the Acquired Companies, there are no pending or Threatened claims, Encumbrances, or other restrictions of any nature, resulting from any Liabilities or arising under or pursuant to any Environmental, Health and Safety Law, with respect to or affecting any of the Facilities or any other properties and assets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had an ownership interest. (d) Except to the extent that it would not result in a Material Adverse Effect, (as to Seller’s representation and warranty only, to Seller’s Knowledge) neither Seller nor any Acquired Company has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible, received, any written citation, directive, inquiry, notice, Order, summons, warning, or other communication that relates to Hazardous Activity, Hazardous Materials, or any alleged, actual, or potential violation or failure to comply with any Environmental, Health and Safety Law, or of any alleged, actual, or potential obligation to undertake or bear the cost of any Environmental, Health, and Safety Law Liabilities with respect to any of the Facilities or any other properties or assets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had an interest, or with respect to any property or facility to which Hazardous Materials generated, manufactured, refined, transferred, imported, used, or processed by Seller, any Acquired Company, or any other Person for whose conduct they are or may be held responsible, have been transported, treated, stored, handled, transferred, disposed, recycled, or received. (e) Except as set forth on Section 4.20(e) of the Disclosure Letter and except to the extent that it would not result in a Material Adverse Effect, neither Seller nor any Acquired Company, nor any other Person for whose conduct they are or may be held responsible, has (as to Seller’s representation and warranty only, to Seller’s Knowledge) any Environmental, Health, and Safety Law Liabilities with respect to the Facilities or with respect to any other properties and assets (whether real, personal, or mixed) in which Seller or any Acquired Company (or any predecessor), has or had an interest, or at any property adjoining the Facilities or any such other property or assets. (f) Except as set forth on Section 4.20(f) of the Disclosure Letter, to the Knowledge of Seller or any Acquired Company, there are no Hazardous Materials present on or in the Environment at the Properties, including any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land deposits, dumps, equipment (whether moveable or fixed) or other containers, either temporary or permanent, and deposited or located in land, water, sumps, or any other part thereof, or incorporated into any structure therein or thereon. (g) Except as set forth on Section 4.20(g) of the Disclosure Letter, to the Knowledge of Seller or any Acquired Company, neither Seller nor any Acquired Company, nor any other Person for whose conduct they are or may be held responsible, has permitted or conducted, or is aware of, any Hazardous Activity conducted with respect to the Properties or assets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had an interest, except in full compliance with all applicable Environmental, Health and Safety Laws. (h) Except as set forth on Section 4.20(h) of the Disclosure Letter, to the Knowledge of Seller or any Acquired Company, there has been no Release or Threatened Release of any Hazardous Materials at or from the Facilities or from or by any other properties and assets (whether real, personal, or mixed) in which Seller or any Acquired Company has or had an interest, or any adjoining property, whether by Seller, an Acquired Company, or any other Person. (i) Except as set forth on Section 4.20(i) of the Disclosure Letter, (as to Seller’s representation and warranty only, to Seller’s Knowledge) neither Seller nor any Acquired Company has transported or arranged for the transport of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, which to the Knowledge of SellersSeller or any Acquired Company has or may become the subject of any environmental action under any Environmental, to any (i) formerly owned or operated propertyHealth, or (ii) offsite disposal locationand Safety Law. (fj) None Seller and the Acquired Companies have (as to Seller’s representation and warranty only, to Seller’s Knowledge) delivered or made available to Buyer true and complete copies and results of the Transferred Entities has treatedany reports, storedstudies, disposed ofanalyses, arranged for or permitted the disposal of, transported, handledtests, or released monitoring possessed or initiated by Seller or any Acquired Company pertaining to Hazardous Material in material violation of any Environmental LawsMaterials or Hazardous Activities in, on, or in a manner that would reasonably be expected to result in material liability (includingunder the Facilities, but not limited toor concerning compliance by Sellers, any material obligation to Acquired Company, or any other Person for whose conduct an investigationthey are or may be held responsible, cleanupwith Environmental, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Health and Safety Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 Item 2.13 of the Sellers Disclosure LetterSchedule: (a) The Transferred Entities Without limiting the generality of Section 2.11, the Company and the Subsidiaries have complied in all material respects and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of Section 2.11, the foregoingCompany and the Subsidiaries have obtained and complied in all material respects with, none and are, and immediately after the consummation of the Transferred Entities have transactions contemplated by the Seneca Mxxxxxx Purchase Agreement shall be, in compliance in all material respects, with, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business; and a list of all such material permits, licenses and other authorizations is set forth in Item 2.13 of the Disclosure Schedule. (c) Neither the Company nor any outstanding Subsidiary has received any written or oral notice, report or other information regarding any actual or alleged material indemnification obligationviolation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orany of them or its facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fd) None of Neither the Transferred Entities Company nor any Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility, in each case or in the aggregate, in a manner that has given or would reasonably be expected give rise to result in material liabilities under Environmental, Health and Safety Requirements, including any liability (includingfor response costs, but not limited tocorrective action costs, any material obligation to conduct an investigationpersonal injury, cleanupproperty damage, removal action, response action, remediation natural resources damages or corrective action) to any of the Transferred Entities under applicable Environmental Lawsattorney fees. (ge) To Neither the Knowledge of Sellers, neither this Agreement execution nor the consummation delivery of this Agreement, nor the execution or delivery of the transactions contemplated hereby Seneca Mxxxxxx Purchase Agreement, will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements. (f) Except as set forth in Item 2.13(f) of the Disclosure Schedule, neither the Company nor any Subsidiary has expressly assumed or undertaken any liability, including without limitation, any obligation for material corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) No facts, events or conditions relating to the present facilities, properties or operations of the Company or the Subsidiaries will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or give rise to any other material 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 except as would not, singly or in the aggregate, have a Material Adverse Effect.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 2.24: (ai) The Transferred Entities the Company and each Subsidiary and their respective operations are in material compliance in all material respects with all applicable Environmental LawsLaws and, including holding in the case of pipeline safety, prudent industry practices, and complying have been in all material respects compliance with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws and, in the case of pipeline safety, prudent industry practices, except for their operations.historical noncompliance that would not reasonably be expected to result in the Company or any Subsidiary incurring material Environmental Costs and Liabilities; (bii) The Transferred Entities are not subject none of the Sellers, the Company or any Subsidiary has received any written request for information, or has been notified that it is a potentially responsible party, under CERCLA (as hereinafter defined) or any similar state law with respect to any pending Action on-site or written notice from a Governmental Entity alleging that off-site location for which liability is currently being asserted against them with respect to the Transferred Entities activities or operations of the Company or its Subsidiaries; (iii) there are in violation ofno material writs, injunctions, decrees, orders or judgments outstanding, or have liability underany actions, suits, proceedings or investigations pending or to their knowledge threatened, involving the Company or any Subsidiary relating to (A) their compliance with any Environmental Law. , or (cB) To the Knowledge of Sellersrelease, there has been no Release disposal, discharge, spill, treatment, storage or recycling of Hazardous Materials into the environment at any Business Real Property in an amount, manner or condition that location which would reasonably be expected to result in the Company or any Subsidiary incurring any material liability under Environmental Laws; (iv) the Company and each Subsidiary have obtained, currently maintain and are in material compliance with all Licenses which are required under Environmental Laws for the operation of their respective businesses (collectively, "Environmental Permits"), all such Environmental Permits are in effect and no appeal nor any other action is pending to revoke any such Environmental Permit; (v) to the Transferred Entities under applicable extent that the Company will require additional Environmental LawsPermits for the operation of its business during construction of the Expansion Projects or in connection with the Expansion Projects, all necessary applications for such Environmental Permits due as of the Closing in accordance with the Construction Budgets and Schedules set forth on Schedule 2.19(b) have been or will be made in a timely fashion; (vi) the Company has no knowledge of any reason why any such Environmental Permit that has been applied for, but not yet granted, will not be obtained without undue burden and in form and substance sufficient to permit (A) the continued lawful conduct of the Company's business during construction of the Expansion Projects, and (B) the lawful conduct of the Company's business with respect to the Expansion Projects as such business is expected to be conducted; (vii) the Company has no knowledge of any reason why any Environmental Permit required for the operation of its business during construction of the Expansion Projects or in connection with the Expansion Projects that has not yet been applied for will not be obtained without undue burden and in form and substance sufficient to permit the (A) continued lawful conduct of the Company's business during construction of the Expansion Projects, and (B) the lawful conduct of the Company's business with respect to the Expansions Projects as such business is expected to be conducted; (viii) all such Environmental Permits are transferable and the Sellers and the Company will cooperate with the Buyers to secure any required transfer of those Environmental Permits; (ix) no cleanup, investigation or remedial action has occurred at the properties that are currently owned, leased, operated or otherwise used by the Company or any Subsidiary that could result in the assertion or creation of a lien on such property by any Governmental Authority with respect thereto and for which the Company or any Subsidiary would be responsible, nor has any such assertion of a lien been made by any Governmental Authority with respect thereto which has not been removed; (x) there are no material Environmental Costs and Liabilities which may arise against them based on their activities prior to the Closing Date at the properties that are currently, or previously were, owned, leased, operated or otherwise used by the Company or any Subsidiary; (xi) there have been no Pipeline ruptures resulting in injury, loss of life, or material property damage; and (xii) to the knowledge of the Company and its Subsidiaries, there are no defects, corrosion or other damage to the Pipeline that would create a material risk of pipeline integrity failure. (db) Sellers The following terms shall have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.following meanings:

Environmental, Health and Safety Matters. Except as set forth described in Section 3.18 Schedule 3.13, each of the Sellers Disclosure Letter: (a) The Transferred Entities Company and GEMC are in compliance in all material respects with all federal, state and local laws, ordinances, codes, rules, standards, regulations and orders applicable Environmental Lawsto worker health and safety; air emissions; water discharges; solid wastes; hazardous materials; drinking water; toxic substances; waste storage, including holding treatment, transportation and complying disposal or otherwise relating to the environment applicable to its business as presently conducted, except for non-compliance which would not have a Material Adverse Effect; and except as described in all material respects Schedule 3.13 there are no violations, citations or claims pending or threatened with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject respect to any pending Action such matters. Except as described in Schedule 3.13, no toxic, hazardous or written notice from otherwise regulated substances ("Hazardous Materials") have been disposed of, discharged, buried or deposited in, on or under the ground by or on behalf of the Company or GEMC within the boundaries of a Governmental Entity alleging that the Transferred Entities are location occupied or formerly occupied by it or elsewhere, in violation ofof any applicable law, regulation or order (now in effect or in effect at the time of the relevant act); no spills, discharges, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release emissions of Hazardous Materials at have occurred within the boundaries of any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligationsuch location occupied, or any unresolved material enforcement action formerly occupied by the Company or liabilityGEMC during the occupancy thereof by the Company, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, GEMC or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material a subsidiary thereof in material violation of any Environmental Lawsapplicable law, regulation or order (now in effect or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any effect at the time of the Transferred Entities under applicable Environmental Lawsrelevant act); and, except as so described in Schedule 3.13, there are no underground storage tanks or materials containing urea formaldehyde, asbestos or polychlorinated byphenyls or any other Hazardous Materials in or about the two Greensboro, North Carolina Real Properties described on Schedule 3.12(c). Except as so described in Schedule 3.13, the Company, GEMC or the Sellers have not installed or used any underground storage tank and have never installed or purchased for use or used materials containing urea formaldehyde, asbestos or polychorinated byphenyls or any other Hazardous Materials in or about any other location presently or previously utilized by the Company or GEMC. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 (i) The Seller, its Subsidiaries, and its predecessors and Affiliates have complied with all Environmental, Health, and Safety Requirements, and no action, suit, proceeding, hearing, investigation, charge, complaint, claim, demand, or notice has been filed or commenced against any of the Sellers Disclosure Letter:them alleging any failure so to comply. (aii) The Transferred Entities are Neither the Seller nor any of its Subsidiaries has any Liability (and none of their respective predecessors and Affiliates have 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 the 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 Requirements, except in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (biii) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that All properties and equipment used in the Transferred Entities are in violation ofBusiness, or the Seller's Subsidiaries' businesses, and their respective predecessors' and Affiliates' businesses, have liability underbeen free of asbestos, any Environmental LawPCB's, methylene chloride, trichloroethylene, 1, 2-trans-dichloroethylene, dioxins, dibenzofurans, and all Hazardous Materials. (civ) To Neither the Knowledge Seller nor any of Sellersits Subsidiaries has transported, there has been no Release of Hazardous Materials stored, treated or disposed, nor allowed or arranged for any third person to transport, store, treat or dispose of, waste to or at any Business Real Property in an amountlocation other than a site lawfully permitted to receive such waste for such purposes. Neither the Seller nor any of its Subsidiaries has transported, manner stored, treated or condition that would reasonably be expected disposed of, nor allowed or arranged for any third person to result in material liability transport, store, treat or dispose of, (A) any Hazardous Materials, or (B) any other waste to or at any location designated for remedial action pursuant to the Transferred Entities under applicable Comprehensive Environmental LawsResponse, 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. (dv) Sellers have made available Section 3.23(v) of the Disclosure Schedule is a complete and accurate list of (A) locations (identified by name, address, owner/operator, type of facility and type of waste) to Purchasers copies which any of all material written environmental assessmentsthe Seller and its Subsidiaries has ever transported, auditsor ever caused to be transported, allowed or arranged for any third party to transport, any type of waste material, generated by any of the Seller and its Subsidiaries, or customers of any of the Seller and its Subsidiaries, for storage (other than at a customer's facility), treatment, burning, recycling or disposal, and reports (B) storage (other than at a customer's facility), treatment, burning, recycling or disposal activities which any of the Seller and its Subsidiaries has undertaken, at any time, at locations then or presently owned or occupied by any of the Seller and its Subsidiaries (such list to include property address, nature of the interest of the Seller or its Subsidiaries in their possession property, nature of the activity conducted at such location, type and relating to form or waste, estimated volume of waste disposal on or in ground, and period of time the Business or any Business Real Propertyactivity was conducted). (evi) Without limiting Neither the generality Seller nor any of the foregoing, none of the Transferred Entities have its Subsidiaries has received any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, notification (including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged requests for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) information directed to any of the Transferred Entities under applicable Environmental Laws. (gSeller and its Subsidiaries or any Seller Shareholder) To the Knowledge of Sellers, neither this Agreement nor the consummation from any governmental agency or any other person asserting that any of the transactions contemplated hereby will result in any obligations for site investigation Seller and its Subsidiaries is or cleanup, may be a "potentially responsible person" or notification otherwise liable with respect to a remediation or consent the payment of any Governmental Entity response costs at a waste storage treatment or third partiesdisposal action facility, pursuant to any the provisions of the so-called “transaction-triggered” Comprehensive Environmental Response, Compensation and Liability Act, as from time to time amended, or “responsible property transfer” Environmental Lawsany similar federal or state statute assigning responsibility for the costs of investigating or remediating releases of contaminants into the environment.

Environmental, Health and Safety Matters. (i) The Company and its Subsidiaries are in compliance with Environmental, Health, and Safety Requirements, except for such noncompliance as would not have a Material Adverse Effect. (ii) Except as set forth in Section 3.18 4(s) of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance in all Schedule, the Company and its Subsidiaries have not received any written notice, report or other information regarding any actual or alleged material respects with all applicable Environmental Lawsviolation of Environmental, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsHealth, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligationSafety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential material liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orCompany or its Subsidiaries or their facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fiii) None The Company and its Subsidiaries have secured all material permits required under Environmental, Health, and Safety Requirements for the operation of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material Business (and such Permits are listed in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective actionSection 4(s) to any of the Transferred Entities under applicable Environmental LawsDisclosure Schedule), except where the failure to obtain any such permit would not have a Material Adverse Effect. (giv) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanupThe Company does not Know, or notification have reason to or consent Know, of any Governmental Entity material pending or third partiesthreatened Claim against Company or a Subsidiary with respect to Environmental, Health, and Safety Requirements. (v) The Company does not Know, or have reason to Know, of any act attributable to the Company or any Subsidiary that could give rise to material liability under CERCLA or any other Environmental, Health, and Safety Requirements. Neither the Company nor any Subsidiary has submitted notice pursuant to Section 103 of CERCLA with respect to any of property owned, leased, or operated by the so-called “transaction-triggered” Company or “responsible property transfer” Environmental Lawsany Subsidiary.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 SCHEDULE 4.13, with respect to the Business, the Acquired Subsidiaries and the Purchased Assets (for purposes of this Section, the Sellers Disclosure Letter:term "Seller Party" includes any Person that was, in whole or in part, an immediate predecessor to any Seller Party with respect to the Business): (a) The Transferred Entities are Each Seller Party possesses, and is in compliance in with, all material respects Permits relating to the Business and has filed all notices that are required under applicable Environmental Law relating to the Business, and each Seller Party is in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in any applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsLaw relating to the Business. (b) The Transferred Entities No Seller Party has received notice of actual or threatened liability relating to the Purchased Assets under CERCLA or any other applicable Environmental Law from any Governmental Entity or any other Person and, to the Knowledge of the Seller Parties, there are not no facts or circumstances that could form the basis for the assertion of any claim relating to the Purchased Assets against any Seller Party under any applicable Environmental Law including, without limitation, CERCLA or any similar local, state or foreign law with respect to any on-site or off-site location. (c) No Seller Party has entered into or agreed to enter into, and no Seller Party currently intends to enter into, any consent decree or order relating to the Business, and no Seller Party is subject to any pending Action judgment, decree or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofjudicial or administrative order relating to compliance with, or have liability the cleanup of Hazardous Materials relating to the Business under, any applicable Environmental Law. (cd) To No notice, notification, demand, request for information, citation, summons or order for an administrative or judicial proceeding relating to the Business has been received by any Seller Party; and no complaint has been filed, no penalty has been assessed and no Action is pending against or, to the Knowledge of Sellersthe Seller Parties, there has been no Release threatened by any Governmental Entity or other Person against any Seller Party arising out of any applicable Environmental Law. (e) No Seller Party is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any applicable Environmental Law or arising out of any act or omission of any Seller Party, or their employees, agents or representatives or arising out of the ownership, use, control or operation by any Seller Party of any plant, facility, site, area or property (including, without limitation, any plant, facility, site, area or property currently or previously owned or leased by any Seller Party or any waste disposal site not owned, leased or operated by a Seller Party) from which any Hazardous Materials at were Released into the Environment, and there are no events, conditions, situations or set of circumstances of which any Business Real Property in an amount, manner or condition Seller Party is aware that would could reasonably be expected to result in material liability to or be the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or basis for any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or such liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities No polychlorinated biphenyls, lead (except for paint), asbestos-containing material (except for non-friable materials), incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has treatedbeen present at, stored, disposed of, arranged for on or permitted the disposal of, transported, handled, or released under any Hazardous Material in material violation of any Environmental Laws, Real Property or in a manner that would reasonably be expected to result in material liability (includingany Purchased Asset currently owned, but not limited to, leased or operated by any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsSeller Party. (g) To the Knowledge of SellersNo Seller Party has imported, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation manufactured, stored, used, operated, transported, treated or cleanup, or notification to or consent disposed of any Governmental Entity Hazardous Materials other than in compliance with all applicable Environmental Law. (h) There has been no environmental investigation, study, audit, test, review or third parties, pursuant other analysis conducted of which any Seller Party has Knowledge in relation to any of the so-called “transaction-triggered” Purchased Asset, Real Property or “responsible any other property transfer” Environmental Lawsor facility now or previously owned or leased by any Seller Party that has not been made available to GETS.

Environmental, Health and Safety Matters. (i) Assignor has made commercially reasonable efforts to make available to Assignee copies of all material environmental site assessments, audits, reports and other material environmental documents generated by a third party on behalf of a Contributed Company and that are in the possession or control of Assignor or a Contributed Company and that relate to environmental, health or safety matters concerning the Contributed Companies, the Property, or the operation of the Business. (ii) Except as set forth in Section 3.18 Schedule 3(n)(ii) of the Sellers Disclosure Letter:Schedules, the Contributed Companies hold and maintain all material Permits issued or required under Environmental Law to be held by the Contributed Companies for the ownership, use or operation of the Business or occupation of the Property by the Contributed Companies in the manner in which they are currently, or to be, owned and operated immediately following the Contribution, and that are sufficient for the ownership, use, operation and maintenance of the assets of the Contributed Companies (“Environmental Permits”). Except as set forth in Schedule 3(n)(ii) of the Schedules, all such Environmental Permits are in good standing and are in full force and effect, and, to Assignor’s Knowledge, no Environmental Permit is threatened to be revoked, materially revised or modified, or not renewed. (aiii) The Transferred Entities are Except as set forth in Schedule 3(n)(iii) of the Schedules: (A) each Contributed Company is and has been for the past two (2) years in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. and Environmental Permits and (bB) The Transferred Entities are the Contributed Company has not subject to received any pending Action or written notice from a Governmental Entity or report that remains unresolved alleging either or both that (1) the Transferred Entities are Contributed Company is or may be in violation of, of any Environmental Law or any Environmental Permit or (2) the Contributed Company has or may have any liability under, under any Environmental Law. (civ) To Except as set forth in Schedule 3(n)(iv) of the Knowledge Schedules, no Contributed Company has been served with written notice of Sellersany material Environmental Claims in the past two (2) years (or earlier if currently outstanding) and, to Assignor’s Knowledge, no material Environmental Claims are threatened against a Contributed Company by any Person under any Environmental Laws. Except as set forth in Schedule 3(n)(iv) of the Schedules, each Contributed Company is not the subject of any outstanding order or contract resolving an Environmental Claim asserted by any Governmental Authority or any other third party respecting Environmental Laws, including with respect to any remedial action or any Release or, to Assignor’s Knowledge, threatened Release of, or exposure of any Person to, a Hazardous Material. (v) Except as set forth in Schedule 3(n)(v) of the Schedules, to Assignor’s Knowledge, there has been no Release of any Hazardous Materials Material at or from any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsProperty, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities Contributed Companies have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, transported or handled, or released exposed any Person to any Hazardous Material Materials, in each case so as to give rise to a material liability of any Contributed Company. (vi) Except as set forth in Schedule 3(n)(vi) of the Schedules, to Assignor’s Knowledge, Hazardous Materials are not present at, on, under, in or about the Property or any real property which is the subject of any leases entered by any Contributed Company in connection with the Business (A) in violation of Environmental Law in any Environmental Laws, material respect; (B) which has given or in a manner that would could reasonably be expected to result in give rise to material liability (includingof a Contributed Company under any Environmental Law, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any materially interfere with the continued operations of the Transferred Entities under applicable Environmental Laws. (g) To Business through and after the Knowledge of SellersContribution, neither this Agreement nor or materially impair the consummation value of the transactions contemplated hereby will result in Property or any obligations for site investigation such leased property; or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws(C) which requires remedial action by a Contributed Company.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Acquired Companies are, and at all times have been, in full compliance with, and have not been and are not in compliance Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in all material respects the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with all applicable any Environmental LawsLaw, including holding or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and complying Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in all material respects which any of the Acquired Companies has had an interest, or with all permitsrespect to any property or Facility at or to which Hazardous Materials were generated, certificatesmanufactured, licensesrefined, approvalstransferred, registrations imported, used or processed by any of the Acquired Companies 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, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and authorizations required under Environmental Laws for their operationsSafety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse Effect. (b) The Transferred Entities There are no pending or, to Company's Knowledge, threatened, claims, Encumbrances or other restrictions of any nature, resulting from any Environmental, Health and Safety Liabilities or arising under 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 Acquired Companies has or had an interest, except where such claims, Encumbrances or other restrictions, either individually or in the aggregate, do not have and are not subject reasonably likely to any pending Action or written notice from have a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawCompany Material Adverse Effect. (c) To the Company has no Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality basis to expect, nor has any of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, Acquired Companies or any unresolved material enforcement action other Person for whose conduct they are or liabilitymay be held responsible, pursuant to any Environmental Law, including but not limited toreceived, any investigationcitation, cleanupdirective, removal actioninquiry, response actionnotice, remediationOrder, summons, warning or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any other communication (i) formerly owned that relates to Hazardous Activity, Hazardous Materials or operated propertyany actual, alleged or potential Contravention of or failure to comply with any Environmental Law or Occupational Safety and Health Law, or (ii) offsite disposal location. of any actual, alleged 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 (fwhether real, personal or mixed) None in which any of the Transferred Entities has Acquired Companies 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 Acquired Companies, or any other Person for whose conduct they are or may be held responsible, have been transported, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transferred, disposed, recycled or released 20 received, except for any Hazardous such matters as do not and are not reasonably likely to have a Company Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsAdverse Effect. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Company and each of its Subsidiaries is, and since the Acquisition Date has been, in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) . Without limiting the generality of the foregoing, none since the Acquisition Date, the Company and each of its Subsidiaries and its respective Affiliates have obtained and complied with all Governmental Authorizations that are required pursuant to Environmental Laws for the Transferred Entities have occupation of their facilities and the operation of their businesses in all material respects and prepared and implemented all plans and made all filings required for compliance in all material respects with Environmental Laws. (b) Except as has been fully resolved, neither the Company nor any outstanding material indemnification obligationof its Subsidiaries has received any written notice, report or other communication or information regarding (i) any actual, alleged or potential violation of, or any unresolved material enforcement action or liabilityfailure to comply with, pursuant to any Environmental LawLaw or (ii) any Liability or potential Liability, including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligation, relating to the Business Company or any of its Subsidiaries or any Leased Real Property oror other property or facility currently or previously owned, leased, operated or controlled by any the Company or any of its Subsidiaries arising under any Environmental Law, which violation, failure to the Knowledge of Sellers, to any (i) formerly owned comply or operated property, Liability is or (ii) offsite disposal locationwould be material. (fc) None No Hazardous Material, contamination, landfill, surface impoundment, disposal area, underground storage tank, groundwater monitoring well, drinking water well or production water well for which the Company or any of its Subsidiaries has, or would have, material Liabilities under any Environmental Law is present or has ever been present at any Leased Real Property or other property or facility currently or previously owned, leased, operated or controlled by the Transferred Entities Company or any of its Subsidiaries. (d) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to or released any Hazardous Material in material violation of any Environmental LawsMaterial, or owned or operated any property or facility contaminated by any Hazardous Material, in a manner that has given rise to or would reasonably be expected to result in material liability (including, but not limited give rise to, any material Liability (including any material Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage or natural resources damage) pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, or any other Environmental Law. (e) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of Law, assumed, undertaken, provided an indemnity with respect to or otherwise become subject to any material Liability, including any material obligation to conduct an investigation, cleanup, removal for corrective or remedial action, response action, remediation or corrective action) of any other Person relating to any Environmental Law. (f) The Company has delivered to Buyer accurate and complete copies of all environmental reports, investigations and audits possessed or initiated by the Company or any of its Subsidiaries that were obtained from or submitted to any Governmental Authority or any other third party (or conducted by or on behalf of the Transferred Entities under applicable Environmental LawsCompany or any of its Subsidiaries) since the Acquisition Date (or, to the Knowledge of the Company, earlier) relating to the Company or any of its Subsidiaries or any properties and facilities currently or previously owned, leased, operated or controlled by the Company or any of its Subsidiaries. (g) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of any of the transactions Transactions contemplated hereby by this Agreement will result in any obligations material obligation for site investigation or cleanup, or notification to Consent or consent of Governmental Authorization of, notice to, or filing or registration with, any Governmental Entity Authority or third partiesother Person, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Schedule 5.26(a), each UFEN Entity has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities Each UFEN Entity has obtained, has complied with, and is in compliance with all Permits that are not subject required pursuant to any pending Action or written notice from a Governmental Entity alleging that Environmental, Health, and Safety Requirements for the Transferred Entities occupation of its facilities and the operation of its business. Except as set forth in Schedule 5.26(b), such Permits are in violation offull force and effect, or have liability underfree from Breach, any Environmental Lawand the Transactions will not adversely affect them. (c) To Except as set forth in Schedule 5.26(c), no UFEN Entity has received any written or UFEN’s Knowledge oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or its facilities arising under Environmental, Health, and Safety Requirements during the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Lawspast five (5) years. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities No UFEN Entity has treated, recycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any substance, including any Hazardous Material in material violation of any Environmental LawsMaterials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result any Damages, including any Damages for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements. For this section “Hazardous Materials” means any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in material liability (includingnature, but not limited tosubject to regulation, any material obligation to conduct an investigation, cleanupcontrol, removal actionor remediation under any Environmental, response actionHealth, remediation or corrective action) to any of and Safety Requirement, including the Transferred Entities under applicable Comprehensive Environmental LawsResponse, Compensation and Liability Act, the Solid Waste Disposal Act, and the Resource Conservation and Recovery Act. (ge) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby The Transactions will not result in any obligations Liabilities for site investigation or cleanup, or notification to or consent require the Consent of any Governmental Entity or third partiesPerson, pursuant to any of the Environmental, Health, and Safety Requirements, including any so-called “transaction-triggered” or “responsible property transfer” Environmental Lawsrequirements. (f) No UFEN Entity has, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) No facts, events or conditions relating to the past or present facilities, properties or operations of the UFEN Entities, nor any of their respective predecessors or Affiliates, will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any Damages or any other Liabilities under Environmental, Health, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth (i) The LLC is in Section 3.18 of the Sellers Disclosure Letter:compliance with all Environmental, Health, and Safety Requirements. (aii) The Transferred Entities are LLC has obtained and complied in all material respects with, and is in compliance in all material respects with all applicable Environmental Lawsrespects, including holding and complying in all material respects with with, all permits, certificateslicenses and other authorizations that are required pursuant to Environmental, licensesHealth, approvalsand Safety Requirements for the occupation of its facilities and the operation of its business; a list of all such permits, registrations licenses and other authorizations required under Environmental Laws for their operationsis set forth in ss.3(B)(r)(ii) of the Disclosure Schedule. (biii) The Transferred Entities are LLC has not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance (as defined under any Environmental, Health, and Safety Requirements), or owned or operated any property or facility in a manner that has given or would reasonably be expected give rise to result in material liabilities under Environmental, Health, and Safety Requirements, including any liability (includingfor response costs, but not limited tocorrective action costs, any material obligation to conduct an investigationpersonal injury, cleanupproperty damage, removal action, response action, remediation natural resources damage or corrective action) to any of the Transferred Entities under applicable Environmental Lawsattorneys' fees. (giv) To The LLC has not received any written notice report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Knowledge LLC or its facilities arising under Environmental, Health, and Safety Requirements, the subject of Sellers, neither which would have a material adverse effect on the financial condition of the LLC. (v) The execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will not result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (vi) The LLC has not expressly assumed or undertaken any liability, including, without limitation, any obligation for corrective or remedial action, of any other person relating to Environmental, Health, and Safety Requirements. (vii) No facts, events or conditions relating to the present facilities, properties or operations of the LLC will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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. (viii) The LLC and any facilities operated by the LLC are not subject to, and have not been subject to, any administrative or judicial proceedings, or any investigations of which the LLC has notice, pursuant to any Environmental LawsHealth, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth disclosed in Section 3.18 3.15 of the Sellers Seller Disclosure Letter: (a) The Transferred Entities Schedule, the Sellers, the Selling Affiliates and the Acquired Companies have since June 30, 2009 been and are in compliance in all material respects with (a) all Environmental Laws (to the extent that they relate to the Business), and (b) all Governmental Authorizations required of the Seller, the Selling Affiliates and the Acquired Companies under Environmental Laws to conduct the Business as presently conducted or to occupy the Leased Real Property and the Acquired Company Leased Real Property as presently occupied. There have been no Releases of Hazardous Materials at or from the Acquired Company Real Property, the Leased Real Property or the Acquired Company Leased Real Property in connection with the operation of the Business that is reasonably likely to result in any material Liability under applicable Environmental Laws. None of the Sellers, including holding the Selling Affiliate and complying the Acquired Companies has received any written notice stating that the conduct of the Business or the condition of any Acquired Company Real Property, Leased Real Property or Acquired Company Leased Real Property is currently in all material respects with all permitsviolation of any Environmental Law or that any of the Sellers, certificates, licenses, approvals, registrations the Selling Affiliates and authorizations required the Acquired Companies has any current Liability under applicable Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that arising out of the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amountthird party disposal site. No Proceeding is pending or, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under Sellers’ Knowledge, threatened against the Sellers, any Selling Affiliate or any Acquired Company that alleges a violation by the Sellers, any Selling Affiliate or any Acquired Company of any applicable Environmental Laws. Laws (d) to the extent that they relate to the Business). The Sellers have made available to Purchasers copies of all the Purchaser any material written environmental assessmentsreports, audits, and reports in their possession and relating assessments or investigations related to the Business in the possession, custody or control of the Sellers, any Selling Affiliates or any Business Real Property. (e) Without limiting Acquired Company. Neither the generality execution of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby hereunder will result in require any obligations for site investigation investigation, remediation or cleanupother action with respect to Hazardous Materials, or notification any notice to or consent of any Governmental Entity Authorities or third parties, parties pursuant to any of the applicable so-called “transaction-triggeredproperty transfer act” statutes or “responsible property transfer” Environmental Lawsregulations. This Section 3.15 constitutes the sole and exclusive representations and warranties of the Sellers with respect to any matters relating to environmental, health and safety matters.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 9.18.1 The occupation of the Sellers Disclosure Letter: (a) The facilities or the properties of the Business and the operation of the Business and the Transferred Entities are Assets of the Business is, and at all times has been, in compliance in all material respects with all applicable Environmental Lawsall, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofLiability under any, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws and Occupational Safety and Health Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) . Without limiting the generality of the foregoing, none the Seller and its Affiliates have obtained and complied in all respects with all Governmental Authorizations that are required pursuant to Environmental Laws and Occupational Safety and Health Laws for the occupation of the Transferred Entities have Facilities and the operation of the Business and the Transferred Assets of the Business. An accurate and complete list of all such Governmental Authorizations is set forth in Clause 9.18.1 of the Seller Disclosure Schedule. 9.18.2 Neither the Seller nor any outstanding material indemnification obligationof its Affiliates has received any notice, report or other written communication or information from any Governmental Authority or other Person, and there are no unresolved, pending or threatened claims, suits, demands or other actions regarding: (a) any actual, alleged or potential violation of, or any unresolved material enforcement action or liabilityfailure to comply with, pursuant to any Environmental Law, Occupational Safety and Health Law or Governmental Authorization; (b) any Liability or potential Liability, including but not limited toany investigatory, any investigationmonitoring, cleanup, removal action, response action, remediation, remedial or corrective action obligation, relating to the Business Real Property or any Transferred Facilities arising under any Environmental Law or Occupational Safety and Health Law; or (c) the presence or release into the environment of any Hazardous Material related to the Business or any Transferred Facilities. 9.18.3 No contamination, landfill, dump, surface impoundment, wastewater, lagoon, disposal area, underground storage tank, underground injection well, groundwater monitoring well, drinking water well or production water well or Hazardous Material in such character and extent that would subject the Seller to any Liability or require any expenditure for investigation, monitoring, remediation or corrective action to meet any standards under any Environmental Law, is present or, to the Knowledge of Sellersthe Seller, has ever been present at, in, on, under or adjacent to any (i) formerly owned or operated property, or (ii) offsite disposal locationTransferred Facilities. (f) None 9.18.4 Except as set forth in Clause 9.18.4 of the Seller Disclosure Schedule, in occupying the Transferred Entities has Facilities and with respect to the operation of the Business and the Transferred Assets of the Business, neither the Seller nor any of its Affiliates has, directly or through any third party, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to or released any substance, including any Hazardous Material Material, or owned or operated any property or facility, [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the SEC. in material violation of any Environmental LawsLaw or Occupational Safety and Health Law, or in a manner that would has given rise to, or could reasonably be expected to result in material liability (including, but not limited give rise to, any material Liability. 9.18.5 Neither the Seller nor any of its Affiliates has, relating to the Business or the Transferred Facilities, either expressly or by operation of Law, assumed, undertaken, provided an indemnity with respect to or otherwise become subject to any Liability, including any obligation to conduct an investigationfor investigatory, cleanupmonitoring, removal or corrective or remedial action, response actionof any other Person relating to any Environmental Law or Occupational Safety and Health Law. 9.18.6 No event has occurred or circumstance exists relating to the operations of the Business or the Transferred Facilities that could reasonably be expected to: (a) prevent, remediation hinder or limit continued compliance with any Environmental Law, Occupational Safety and Health Law or Governmental Authorization; (b) give rise to any investigatory, monitoring, remedial or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” Environmental Law or “responsible Occupational Safety and Health Law; or (c) give rise to any other Liability pursuant to any Environmental Law or Occupational Safety and Health Law, including any Liability relating to onsite or offsite releases of, or exposure to, Hazardous Materials, personal injury, property transfer” Environmental Lawsdamage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letterpublicly disclosed or as would not be reasonably likely to have an SBF Material Adverse Effect: (a) The Transferred Entities are SBF possesses all material permits and approvals required under, and is in compliance in all material respects with, all Environmental Laws and is in compliance in all material respects with all applicable Environmental Lawslimitations, including holding restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and complying timetables contained in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations.or contained in any other Law, or any notice or demand letter issued thereunder; (b) The Transferred Entities are SBF has not subject to received notice of actual or threatened material liability under any pending Action Environmental Law or written notice any similar foreign Law from a any Governmental Entity alleging that or any third party, and, to the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge knowledge of SellersSBF, there has been is no Release fact or circumstance that could form the basis for the assertion of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities claim against SBF under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, with respect to any on- site or off-site location; (c) SBF (i) formerly owned has not entered into or operated propertyagreed to enter into any consent decree or order, or (ii) offsite disposal location.has not contemplated entering into any consent decree or order, and (ii) is not subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental Law; (d) to the knowledge of SBF, SBF is not alleged to be in violation in any material respect of, and is not subject to any administrative or judicial proceeding pursuant to, applicable Environmental Laws; (e) SBF is not subject to any material Liability , incurred or imposed or based upon any provision of any Environmental Law or arising out of any act or omission of SBF, or SBF's employees, agents or representatives or arising out of the ownership, use, control or operation by SBF of the Xxxxxx Plant; (f) None SBF has made available to TF true, correct and complete copies of the Transferred Entities all reports and files relating to environmental matters; and SBF has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, paid any material obligation fine, penalty or assessment with respect to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws.environmental matters; (g) To the Knowledge of Sellersno SBF Real Property, neither this Agreement nor the consummation of the transactions contemplated hereby will result in improvement or equipment contains any obligations for site investigation asbestos, polychlorinated biphenyls, underground storage tanks, open or cleanupclosed pits, sumps or notification to other containers on or consent under any asset; and (h) SBF has not imported, manufactured, stored, used, operated, transported, treated or disposed of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Hazardous Material other than in compliance with all Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellersthe Seller, there the Seller has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result materially complied and is in material liability to the Transferred Entities under applicable Environmental Lawscompliance with all Environmental, Health, and Safety Requirements. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (eb) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellersthe Seller, the Seller has obtained and is in material compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements 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 the attached "Environmental and Safety Permits Schedule." (c) The Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, 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 any of them or its facilities arising under Environmental, Health, and Safety Requirements. (id) formerly To the Knowledge of the Seller, none of the following exists at any property or facility owned or operated propertyby the Seller: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (ii4) offsite disposal locationlandfills or surface impoundments. (fe) None To the Knowledge of the Transferred Entities Seller, the Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Lawshazardous substance, or owned or operated any property or facility in a manner that has given or would reasonably be expected give rise to result in material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including"CERCLA"), but not limited tothe Solid Waste Disposal Act, as amended ("SWDA") or any material other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, the Seller has not, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation to conduct an investigation, cleanup, removal for corrective or remedial action, response actionof any other Person relating to Environmental, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsHealth, and Safety Requirements. (g) To the Knowledge of Sellersthe Seller, neither this Agreement nor no facts, events or conditions relating to the consummation past or present facilities, properties or operations of the transactions contemplated hereby Seller will result in prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any investigatory, remedial or corrective obligations for site investigation or cleanuppursuant to Environmental, Health, and Safety Requirements, or notification give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or consent of any Governmental Entity or third parties, otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of the so-called “transaction-triggered” hazardous materials, substances or “responsible wastes, personal injury, property transfer” Environmental Lawsdamage or natural resources damage.

Environmental, Health and Safety Matters. Except With respect to the Premises, except as set forth in Section 3.18 of the Sellers Disclosure LetterSCHEDULE 3.16, and except for those matters that would not have a Material Adverse Effect: (a) The Transferred Entities are in compliance in all material respects Seller has complied and continues to comply with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects Safety Laws with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsrespect to the Business. (b) The Transferred Entities are not subject Neither Seller, nor to the Knowledge of the Seller, any pending Action previous owner, tenant, occupant, user or written notice from a Governmental Entity alleging that operator of the Transferred Entities are in violation ofPremises, released or have liability disposed of any Hazardous Materials on, under, any Environmental Lawin or emanating from the Premises, except in compliance with applicable Environmental, Health and Safety Laws. (c) To The Seller has obtained all Permits and Licenses required pursuant to applicable Environmental, Health and Safety Laws to carry on the Knowledge Business as now conducted; PROVIDED, HOWEVER, that certain Permits and/or Licenses may need to be transferred, reissued or amended before or as a result of Sellers, there has been no Release the consummation of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Lawstransactions contemplated by this Agreement. (d) Sellers have made available The Seller (i) is not subject to Purchasers copies of all material written environmental assessmentsany outstanding injunction, auditsjudgment, order, decree, ruling or charge under any Environmental, Health and Safety Laws, and reports in their possession and relating to the Business or any Business Real Property. (eii) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant is not a party to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response actionsuit, remediationhearing, or corrective action obligation, relating to the Business Real Property proceeding or, to the Knowledge of Sellersthe Seller, investigation of, in or before any court or quasi-judicial or administrative agency of any United States federal, state, local or foreign jurisdiction with respect to any Environmental, Health, and Safety Laws. (ie) formerly owned The Seller has not received any written notice or operated propertyreport from any third party asserting that it is liable under any applicable Environmental, Health, and Safety Laws, or (ii) offsite disposal locationfor property damage or personal injury from exposure to any Hazardous Materials, relating to any of the Premises, other than notices or reports which have since been resolved. (f) None of The Seller is not liable nor has the Transferred Entities has treated, stored, disposed of, arranged for Seller received any written notice or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner report that would reasonably be expected to result in material liability (includingshow that it is potentially liable, but not limited tonor is the Business, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) the Acquired Assets subject to any Security Interest (other than a Permitted Encumbrance) in connection with, the release or threatened release of the Transferred Entities any Hazardous Materials under any applicable Environmental Environmental, Health, and Safety Laws. (g) To the Knowledge of Sellersthe Seller, neither this Agreement the Premises comply with all applicable Environmental, Health, and Safety Laws, nor are there any underground storage tanks in or under the consummation Premises, and to the Knowledge of the transactions contemplated hereby will result in Seller no underground storage tank was UNITED STATES removed from the Premises while the Seller owned, occupied or operated such Premises. (h) This Section 3.16 contains the sole and exclusive representations and warranties of the Seller with respect to any obligations for site investigation environmental, health or cleanupsafety matters, including without limitation any arising under any Environmental, Health, and Safety Laws. (i) To the Knowledge of the Seller, no Governmental Authority has conducted or notification to reported on any environmental, health or consent safety audit of the Business or the Acquired Assets, nor has any Governmental Entity Authority conducted any other evaluation which has identified any present or third partiesongoing noncompliance with any Environmental, pursuant Health and Safety Laws with respect to any of the so-called “transaction-triggered” Business or “responsible property transfer” Environmental Lawsthe Acquired Assets.

Environmental, Health and Safety Matters. (a) Except as set forth on Schedule_4.20(a), each Seller has been and is in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in material compliance in all material respects with all Environmental Laws applicable to such Seller and the Business as conducted at the Facilities, and possesses and complies and has complied with all Environmental Permits required under such Environmental Laws. All Environmental Permits held by any Seller are set forth on Schedule 4.20(a). No Seller has been notified by any Governmental Entity that any such Environmental Permits will be modified, including holding and complying suspended or revoked or cannot be renewed in all material respects the Ordinary Course of Business consistent with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationspast practice. (b) The Transferred Entities Except as set forth on Schedule 4.20(b), there are not subject no present or past Environmental Conditions. (c) There is no pending or threatened Environmental Claim against any Seller or any Seller’s affiliates relating to the Real Property. (d) There are no Hazardous Materials or other conditions at, under or emanating from, and there has been no Release at, on or adjoining, any pending Action real property currently or written notice from a Governmental Entity alleging formerly owned, operated or leased by any Seller or any respective predecessors-in-interest (collectively, the “Property”) that the Transferred Entities are in violation of, would reasonably be expected to give rise to an Environmental Claim against or have liability under, Liability of any Seller under any Environmental Law. (ce) To None of the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any is (i) formerly owned listed or operated propertyproposed for listing on the National Priorities List promulgated under CERCLA, (ii) listed on the Comprehensive Environmental Response, Compensation, and Liability Information System promulgated under CERCLA, or (iiiii) offsite disposal locationlisted on any comparable list promulgated or published by any Governmental Entity. No Lien has been recorded under any Environmental Law with respect to any of the Property. (f) None No Seller has assumed, contractually or by operation of the Transferred Entities has treatedapplicable Law, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation Liabilities of any third party under any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsLaw. (g) To The execution and delivery by the Knowledge Sellers of Sellers, neither this Agreement nor and the consummation by the Sellers of the transactions contemplated hereby will result in not require any obligations for site investigation Remedial Action under any Environmental Law. (h) No Seller is conducting any Remedial Action under any Environmental Law, nor is any Seller obligated under any Environmental Law or cleanuporder, decree or notification to or consent of agreement with any Governmental Entity to conduct any such Remedial Action, in each case related to any Seller or third partiesthe Business. (i) There are no underground storage tanks or related piping, pursuant surface impoundments, land disposal sites, hazardous waste storage, treatment, or disposal units or facilities or friable asbestos containing material at the Facilities. (j) Schedule 4.20(j) sets forth an accurate, true, correct and complete list of all Environmental Reports. Copies of such Environmental Reports and written notices and correspondence have previously been provided to the Buyer Parties. (k) Each of the locations where Sellers conduct Business and the Real Property are in material compliance with OSHA, and all other applicable Laws with respect to occupational safety and health. There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the Business of the Sellers or any of the so-called “transaction-triggered” Real Property, in each case based upon an alleged violation of OSHA or “responsible property transfer” any other applicable Law with respect to occupational safety and health. (l) There are no actions, suits, claims, notices of potential claims, regulatory proceedings or other litigation, proceedings or governmental investigations pending or threatened against or affecting the business of any Seller or any of the Facilities, in each case based upon an alleged exposure to asbestos or based upon an alleged exposure to any other substance or condition at any of the Facilities or the Property that is alleged to violate OSHA or any other applicable Law with respect to occupational safety and health. (m) The Sellers and the Facilities and their operations and assets are not reasonably expected to require a material capital expenditure or annual operating expense increase during the two years following the Closing Date to achieve compliance with any Environmental LawsLaw.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities Company Parties and their predecessors and, with respect to the Business, Affiliates have complied, and are in compliance compliance, in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying Safety Requirements. Neither the Company Parties nor any Affiliate of the Company Parties in connection with the Business, have received in writing any notice, report or other information regarding any actual or alleged violation or breach of any Environmental, Health and Safety Requirement by such Person or any investigatory, remedial or corrective Liabilities of such Person that remains unresolved as of the date hereof, except as set forth on Section 4.1(i)(i) of the Disclosure Schedule. The Sellers have furnished to Purchasers all material respects with all permits, certificates, licenses, approvals, registrations environmental audits and authorizations required under Environmental Laws for their operationsenvironmental reports that identify any liability to the Company Parties or the Business that are in the Company Parties’ or the Equityholders’ possession. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities following exists at any of the Leased Real Property: (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 Hazardous Substance disposal areas. Neither the Company Parties nor any of their Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any Hazardous Material Substance, and none of the Leased Real Property is contaminated by any Hazardous Substance in any case as would reasonably be likely to give rise to any material violation Liabilities to the Business or the Company Parties, including any material Liability to the Business for fines, penalties, investigative costs, response costs, cleanup costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees pursuant to any Environmental, Health and Safety Requirements. The Company Parties have not assumed, undertaken or otherwise become subject to any material Liability, including any obligation for corrective or remedial action, of any Environmental Lawsother Person relating to Environmental, Health and Safety Requirements. (iii) Neither this Agreement nor any Related Agreement, nor the consummation of the transactions contemplated herein or in a manner that therein, would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 5P of the Sellers Disclosure LetterSchedule: (ai) The Transferred Entities the Company, the Subsidiaries and their respective Affiliates have complied and are in compliance in all material respects with all applicable Environmental Laws, and Safety Requirements (including holding without limitation all permits and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations licenses required under Environmental Laws for their operationsthereunder). (ii) the Company, the Subsidiaries and their respective Affiliates have not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental and Safety Requirements; (iii) none of the following exists at any property or facility owned or operated by the Company or any Subsidiary or any of their respective Affiliates: (a) underground storage tanks, (b) The Transferred Entities are not subject to asbestos-containing material in any pending Action form or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofcondition, or have liability under, any Environmental Law. (c) To the Knowledge of Sellersmaterials or equipment containing polychlorinated biphenyls, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessmentslandfills, auditssurface impoundments, and reports in their possession and relating to the Business or any Business Real Property.disposal areas; (eiv) Without limiting neither the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited toCompany, any investigation, cleanup, removal action, response action, remediation, Subsidiary nor any of their predecessors or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liability (includingLiabilities, but not limited toincluding without limitation any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the CERCLA, the Solid Waste Disposal Act, as amended or any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable other Environmental Laws.and Safety Requirements; (gv) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental Lawsand Safety Requirements; (vi) the Company, the Subsidiaries and their Affiliates have not, either expressly or by operation of law, assumed, undertaken or otherwise become subject to any Liability, including without limitation any Liability for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements; and (vii) no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, any Subsidiary or any of their predecessors of Affiliates will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective Liabilities pursuant to Environmental and Safety Requirements, or give rise to any other Liabilities pursuant to Environmental and Safety Requirements, including without limitation any Liability relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage; except, in each case, where the failure to comply would not have a Material Adverse Effect.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Except as would not reasonably be expected to have a Company Material Adverse Effect, each Acquired Company is, and at all times since January 1, 2006 has been, in compliance in all material respects with all applicable Environmental Lawsall, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofmaterial Liability under any, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws and Occupational Safety and Health Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) . Without limiting the generality of the foregoing, none each Acquired Company has obtained and complied in all material respects with all Governmental Authorizations that are required to be obtained and complied with by it pursuant to Environmental Laws and Occupational Safety and Health Laws for the occupation of their facilities and the operation of their businesses. An accurate and complete list of all such material Governmental Authorizations is set forth in Section 4.18(a) of the Transferred Entities have Company Disclosure Schedule. (b) Since January 1, 2006, no Acquired Company has received any outstanding material indemnification obligationwritten notice, written report or other written communication or information, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited tothe Company’s Knowledge, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any other notice regarding (i) formerly owned any actual or operated propertyalleged violation of, or failure to comply with, any Environmental Law or Occupational Safety and Health Law or (ii) offsite disposal locationany Liability relating to any Acquired Company or any real property ever owned by any Acquired Company arising under any Environmental Law or Occupational Safety and Health Law. (fc) None of the Transferred Entities Except as would not reasonably be expected to have a Company Material Adverse Effect, no Acquired Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to or released any substance, including any Hazardous Material in material violation of any Environmental LawsMaterial, or owned or operated any property or facility, in a manner that has given rise to or would reasonably be expected to result in material liability (including, but not limited to, give rise to any material obligation to conduct an investigationLiability, cleanupincluding any Liability for fines, removal actionpenalties, response actioncosts, remediation corrective costs, personal injury, property damage, natural resources damage or corrective action) attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Solid Waste Disposal Act, or any of the Transferred Entities under applicable other Environmental LawsLaw or Occupational Safety and Health Law. (gd) To the Knowledge No Acquired Company has, either expressly or by operation of SellersLaw, neither this Agreement nor the consummation assumed, undertaken, provided an indemnity with respect to or otherwise become subject to any material Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental Law. (e) Section 4.18(e) of the transactions contemplated hereby will result in Company Disclosure Schedule sets forth an accurate and complete list of, and the Company has delivered or made available to the Purchaser accurate and complete copies of, all environmental reports, investigations and audits possessed by any obligations for site investigation or cleanupAcquired Company that were obtained from, or notification to conducted by or consent on behalf of any Acquired Company by any Governmental Entity Authority or any other third partiesparty since January 1, pursuant 2006 and relating to properties and facilities currently or previously owned, leased, operated or controlled by any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsAcquired Company.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 5.19: (a) The Transferred Entities the Company and its Subsidiaries have obtained all Permits required under applicable Environmental Laws for the operation of the Business, all such Permits are effective, valid, and in force, and the Company and its Subsidiaries are and have been at all times within the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations.such Permits; (b) The Transferred Entities the Company and its Subsidiaries are not and at all times within the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) have been in material compliance with all Environmental Laws and are and at all times within the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof) have been in full compliance with any and all written notices or demand letters issued under all applicable Environmental Laws; (c) neither the Company nor any of its Subsidiaries has received written notice of actual or threatened liability under any Environmental Law from any Governmental Entity or any third party and, to the Knowledge of the Company, there is no fact or circumstance that could reasonably be expected to form the basis for the assertion of any claim against the Company or any of its Subsidiaries under any Environmental Law; (d) neither the Company nor any of its Subsidiaries has entered into or agreed to enter into any Order, and neither the Company nor any of its Subsidiaries is subject to any pending Action liability or Order under any applicable Environmental Law; (e) neither the Company nor any of its Subsidiaries has either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other person relating to any Environmental Law; (f) neither the Company nor any of its Subsidiaries has received written notice from a Governmental Entity alleging that the Transferred Entities are Company or any of its Subsidiaries is in violation of, and has been subject to any administrative or have liability underjudicial proceeding pursuant to, applicable Environmental Laws either now or any time within the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof); (g) neither the Company nor any of its Subsidiaries has imported, manufactured, used, transported, treated, stored, recycled or disposed of any Hazardous Material in violation of any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property Law or in an amount, a manner or condition that would could reasonably be expected to result in liability pursuant to any Environmental Law; (h) there has been no release or threat of release of any Hazardous Material at, on or under any property currently or formerly owned or operated by the Company or any Subsidiary and no Hazardous Material associated with the Business has been disposed of by or on behalf of the Company or any Subsidiary at any offsite landfills or disposal sites in violation of any Environmental Law or in a manner that could reasonably be expected to give rise to liability pursuant to any Environmental Law; (i) there are no facts, events, conditions or circumstances that would reasonably be expected either (i) to prevent or interfere with the ability of either Company, its Subsidiaries, or its existing facilities and properties to comply with applicable Environmental Law in all material liability respects; or (ii) to require any material modification or upgrade to any property currently owned or operated by the Company or any of its Subsidiaries pursuant to any applicable Environmental Law; (j) the Sellers have heretofore made available to Purchaser true, correct and complete copies of all reports, correspondence, memoranda and the complete files (to the Transferred Entities extent they contain any material information) relating to environmental matters for the past four (4) years; (k) to the Knowledge of the Company, no real property (including the Real Property), improvement or equipment of the Company or any of its Subsidiaries contains any asbestos, polychlorinated biphenyls, underground storage tanks, open or closed pits, sumps or other containers on or under any asset of the Company or any of its Subsidiaries; and (l) neither the Company nor any of its Subsidiaries has sold, used, transported, disposed of or otherwise handled or used any asbestos-containing materials that are regulated under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure LetterSchedule 3.12 hereto: (a) The Transferred Entities Acquired Companies and, with respect to the US-Based Assets, NMT-US, are and have at all times been in compliance in all material respects with all applicable Environmental LawsLaws in connection with the leasing, including holding ownership, manufacture, operation and complying in all material respects condition of the Real Property, the Assets and the Business. There are no past or pending violations or alleged violations by any of the Acquired Companies or, with all permitsrespect to the US-Based Assets, certificatesNMT-US, licenses, approvals, registrations and authorizations required under of any Environmental Laws for their operationsasserted by any Governmental Authority or third party. Set forth in Schedule 3.12(a) hereto are all Orders, Permits and other approvals necessary to conduct the Business or operate at the Real Property in compliance with Environmental Laws. (b) The Transferred Entities are There is no past or ongoing Release of Hazardous Materials whether or not subject caused by the Acquired Companies into the environment on, from or within any real property owned, leased, or utilized at any time by the Business. No Release of Hazardous Materials into the environment has caused or aggravated any condition or damage which would necessitate response, removal, or other remedial action or otherwise restrict the use or occupation of any property whether under Environmental Laws or otherwise after the date of this Agreement with respect to any pending Action property, regardless of whether the property is owned, leased or written notice from a Governmental Entity alleging that otherwise utilized by the Transferred Entities are in violation ofAcquired Companies. All environmental assessments, reports and investigations with respect to any property currently or previously owned, leased, or utilized by the Business, whether commissioned by the Acquired Companies or third parties, are identified on Schedule 3.12(b) and have liability under, any Environmental Lawbeen made available to Buyer prior to the date hereof. (c) To Except as disclosed on Schedule 3.12(c) hereto, (i) there are no Hazardous Materials located on, contained in, or otherwise part of any property utilized by the Knowledge Business, (ii) none of Sellersthe Acquired Companies or, there with respect to the US-Based Assets, NMT-US, has been no Release arranged for the transportation, storage, treatment or disposal of any Hazardous Materials at any property or site not owned or controlled by the Business Real Property in an amount, manner or condition has otherwise owned or operated at any property that would has or could reasonably be expected to result give rise to any Liability of the Acquired Companies or, after the date hereof, Buyer or ISC, under any Environmental Law, and (iii) none of Parent, Seller, NMT-US, the Acquired Companies or any of their respective Affiliates, employees, agents or representatives has received any notice or is aware of any requirement under any Environmental Law regarding the removal, containment, treatment or other action in material liability to respect of asbestos located in or on any real or personal property, including, without limitation, the Transferred Entities under applicable Environmental LawsReal Property and Improvements utilized in the Business. (d) Sellers have made available to Purchasers copies of all material written environmental assessmentsExcept as disclosed on Schedule 3.12(d), auditsthere are no landfills, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoinglagoons, none of the Transferred Entities have any outstanding material indemnification obligationimpoundments, waste piles, drum storage areas, or storage tanks (above or underground) on any unresolved material enforcement action property previously or liabilitycurrently owned, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediationleased, or corrective action obligation, relating to utilized by the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationBusiness. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 disclosed on Schedule 8.17, to the knowledge of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller, Seller has complied and is in compliance in all material respects with all applicable Environmental Laws, including holding and complying to the knowledge of Seller, Seller’s predecessors have been compliant in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) . Without limiting the generality of the foregoing, to the knowledge of Seller, Seller has obtained and complied with, and is in compliance in all respects with, all permits and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business. Seller has not received any written notice, report or other information regarding any actual or alleged violation of Environmental Laws or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to Seller, its facilities, its business or the Assets arising under Environmental Laws. To Seller’s knowledge, none of the Transferred Entities have following exists at any outstanding material indemnification obligationproperty or facility owned, leased or operated by Seller, at any time, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to used in connection with the Business Real Property or, to the Knowledge business of Sellers, to any Seller: (i) formerly owned underground storage tanks, (ii) asbestos-containing material in any form or operated propertycondition, (iii) materials or equipment containing polychlorinated biphenyls, or (iiiv) offsite landfills, surface impoundments, or disposal location. (f) None areas. Neither Seller, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the Transferred Entities foregoing, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any Hazardous Material substance, including any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in material violation a manner that has given or would give rise to liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to any Environmental Laws, nor to the knowledge of Seller has any predecessor of Seller engaged in any of the foregoing. To the knowledge of Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the business of Seller or any of its predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) give rise to any of the Transferred Entities under applicable other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental Laws. (g) To , including any relating to onsite or offsite Releases or threatened Releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. Seller has disclosed on Schedule 8.17 all matters relating to the Knowledge of Sellersforegoing disclosed to Seller by Tomco Auto Products, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, Inc. pursuant to any the disclosure schedule for the purchase agreement whereby Seller acquired the Tomco Business from Tomco Auto Products, Inc. on the Seller Acquisition Date and Seller has provided a complete and correct copy of that certain Phase I environmental assessment report dated June 16, 2004 relating to the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsFacility.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 4.20: (a) The Transferred Entities the Company and each Subsidiary possess all Permits required under, and the operations of the Company are in full compliance with, all Environmental Laws, and the operations of the Company and each Subsidiary are in compliance in all material respects with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations.or any notice or demand letter issued thereunder; (b) The Transferred Entities are not subject to neither the Company nor any pending Action Subsidiary has received notice of actual or written notice threatened Liability under CERCLA or any similar foreign, state or local Law from a any Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To third party and to the Knowledge of Sellers, the Members there has been is no Release fact or circumstance that could form the basis for the assertion of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to Legal Proceeding against the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business Company or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to Subsidiary under any Environmental Law, including but CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location utilized by the Business; (c) neither the Company nor any Subsidiary has entered into or agreed to enter into, and neither the Company nor any Subsidiary has contemplated entering into, any consent decree or Order, and neither the Company nor any Subsidiary is subject to any judgment, decree or judicial or administrative Order relating to compliance with, or the cleanup of Hazardous Materials under, any applicable Environmental Law; (d) neither the Company nor any Subsidiary has been alleged to be in violation of, and has not limited been subject to any Legal Proceeding pursuant to, applicable Environmental Laws either now or any investigationtime during the past five (5) years; (e) there has not occurred, cleanupnor is there presently occurring, removal actiona discharge of any Hazardous Material on, response action, remediation, into or corrective action obligation, relating to beneath the Business Real Property or, to the Knowledge surface of Sellers, to any (i) formerly real property currently owned or operated propertyleased by the Company or any Subsidiary, in an amount requiring notice or (ii) offsite disposal location.report to a Governmental Entity; (f) None neither the Company nor any Subsidiary is subject to any Legal Proceeding, obligation, Liability, Loss, damage or expense of the Transferred Entities has treatedany kind or nature whatsoever, stored, disposed of, arranged for incurred or permitted the disposal of, transported, handled, imposed or released based upon any Hazardous Material in material violation provision of any Environmental LawsLaw or arising out of any act or omission of the Company or any Subsidiary, or in a manner that would reasonably be expected to result in material liability (includingthe Company’s or any Subsidiaries’ employees, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation agents or corrective action) to any representatives or arising out of the Transferred Entities under applicable Environmental Laws.ownership, use, control, or operation by the Company or any Subsidiary of any plant, facility, site, area or property (including any plant, facility, site, area or property currently or previously owned or leased by the Company or any Subsidiary) from which any Hazardous Materials were Released; (g) To the Knowledge Company has made available to the Purchaser correct and complete copies of Sellersall reports, neither this Agreement nor Contracts, correspondence, memoranda, computer data and the consummation complete files relating to Environmental matters of the transactions contemplated hereby will result in Company and its Subsidiaries; and neither the Company nor any obligations for site investigation Subsidiary has paid any fine, penalty or cleanupassessment within the prior five (5) years with respect to Environmental matters; (h) neither the Company nor any Subsidiary nor any of its predecessor entities manufactures or has manufactured any product containing asbestos; (i) no Company Real Property, improvement or notification to equipment of the Company or consent any Subsidiary contains any asbestos, polychlorinated biphenyls, underground storage tanks, open or closed pits, sumps or other containers; and (j) neither the Company nor any Subsidiary has imported, manufactured, stored, managed, used, operated, transported, treated or disposed of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Hazardous Material other than in compliance with all Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are occupation of the facilities or the properties of the Business and the operation of the Business is, and at all times has been, in compliance in all material respects with all applicable Environmental Lawsall, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, Liability under any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws and Occupational Safety and Health Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) . Without limiting the generality of the foregoing, none Seller has obtained and complied in all material respects with all Governmental Authorizations that are required pursuant to Environmental Laws and Occupational Safety and Health Laws for the occupation of the Transferred Entities have properties or the facilities of the Business and the operation of the Business. Seller has not received any outstanding material indemnification obligationwritten notice from any Governmental Authority or other Person having jurisdiction over the Baddi Manufacturing Plant or the Leased Business Real Property threatening a suspension, revocation, modification or cancellation of any such Governmental Authorization and no event has occurred or circumstance exists that could reasonably be expected to give rise to the issuance of any such notice or the taking of any such action. (b) Seller has not received any written notice, report or other written communication or information from any Governmental Authority or other Person, and there are no unresolved, pending or, to Seller’s Knowledge, threatened claims, suits, demands or other actions regarding: (i) any actual, alleged or potential violation of, or any unresolved material enforcement action or liabilityfailure to comply with, pursuant to any Environmental Law, Occupational Safety and Health Law or Governmental Authorization; (ii) any Liability or potential Liability, including but not limited toany investigatory, any investigationmonitoring, cleanup, removal action, response action, remediation, remedial or corrective action obligation, relating to the Business, the Baddi Manufacturing Plant or any Leased Business Real Property or, arising under any Environmental Law or Occupational Safety and Health Law; or (iii) the presence or release into the environment at any location of any Hazardous Material related to the Knowledge of SellersBusiness, to the Baddi Manufacturing Plant or any (i) formerly owned or operated property, or (ii) offsite disposal locationLeased Business Real Property. (fc) None No contamination, landfill, dump, surface impoundment, wastewater, lagoon, disposal area, underground storage tank, underground injection well, groundwater monitoring well, drinking water well or production water well or Hazardous Material in such character and extent that would subject Seller to any Liability or require any expenditure for investigation, monitoring, remediation or corrective action to meet any standards under any Environmental Law, is present at, in, on, or under the Baddi Manufacturing Plant or any Leased Business Real Property. (d) In occupying Baddi Manufacturing Plant, the Leased Business Real Property and with respect to the operation of the Transferred Entities Business, Seller has not, directly or through any third party, treated, stored, disposed of, arranged for or permitted the treatment, storage or disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to, or released any substance, including any Hazardous Material Material, or owned or operated any property or facility, in material violation of any Environmental LawsLaw or Occupational Safety and Health Law. (e) No property, facility or location utilized by Seller for the treatment, storage or disposal of Hazardous Materials generated at the Baddi Manufacturing Plant or any Leased Business Real Property or with respect to the operation of the Business is listed on any federal, state or local compilation of contaminated sites or is undergoing or is proposed to undergo investigation, remediation, monitoring, or in a manner corrective actions with respect to Hazardous Materials. (f) No event has occurred or circumstance exists relating to the operations of the Business, the Baddi Manufacturing Plant or any Leased Business Real Property that would could reasonably be expected to: (i) prevent, hinder or limit continued compliance with any Environmental Law, Occupational Safety and Health Law or Governmental Authorization; (ii) give rise to result any investigatory, monitoring, remedial or corrective obligations pursuant to any Environmental Law or Occupational Safety and Health Law; (iii) require the reformulation of any product or packaging in material liability order to comply with Environmental Laws or Occupational Safety and Health Laws; or (includingiv) give rise to any other Liability pursuant to any Environmental Law or Occupational Safety and Health Law, but not limited including any Liability relating to onsite or offsite releases of, or exposure to, any material obligation to conduct an investigationHazardous Materials, cleanuppersonal injury, removal action, response action, remediation property damage or corrective action) to any of the Transferred Entities under applicable Environmental Lawsnatural resources damage. (g) To During the Knowledge of Sellerspast five (5) years, neither this Agreement nor no environmental reports, investigations or audits relating to environmental or occupational safety and health matters with respect to the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanupBusiness were obtained from, requested by, or notification to conducted by or consent on behalf of Seller at the request of any Governmental Entity Authority or third parties, pursuant to any other Person other than Seller or any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Lawsits Affiliates.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Assets owned or held by the Selling Entities and their operations are and, as all times have been, in compliance in all material respects with applicable Environmental, Health and Safety Laws; (b) The Acquired Permits include all Permits required under Environmental, Health and Safety Laws in connection with the ownership and operation of the Assets, which are listed on Disclosure Schedule 5.13(b), the Selling Entities are in compliance in all material respects with such Permits, and all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities such Permits are in violation of, or have liability under, any Environmental Law.full force and effect; (c) To With respect to each Selling Entity’s operations of the Knowledge Assets owned or held by such Selling Entity, such Selling Entity has not received any written notice alleging non- compliance with or violation of Sellersapplicable Environmental, there Health and Safety Law from any Governmental Authority or other Person, the subject of which is unresolved and that reasonably could be expected to result in a material Liability of the Acquired Business; (d) There is no Proceeding or Order pending, outstanding, or threatened in writing against any Selling Entity pursuant to Environmental, Health and Safety Law with respect to the Assets owned or held by such Selling Entity or such Selling Entity’s operation of such Assets, except for any such Proceeding and Order that could not reasonably be expected to be material to the Acquired Business; (e) There has been no Release of Hazardous Materials Substances by any Selling Entity or any third Person on, under, in or at any Business Owned Real Property in an amountor Leased Real Property, manner or condition any third- party location, except for any such Release that would could not reasonably be expected to result in a material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business Liability or any Business Real Property. (e) Without limiting the generality cleanup obligation of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location.Acquired Business; (f) None Neither the execution, delivery or performance of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby thereby will result in trigger any obligations for site reporting, investigation or cleanupremedial obligations under any property transfer Environmental, Health and Safety Laws; and (g) The Selling Entities have made available to Buyer true, complete and correct copies of all material, non-privileged environmental site assessments and audit reports (including Phase I or notification Phase II reports) and any other material information relating to environmental, health and safety matters concerning the Acquired Business or consent the Assets prepared on behalf of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsSelling Entity.

Environmental, Health and Safety Matters. The Company has complied with and is in compliance with all applicable Environmental Law in all material respects. The Company is not subject to any existing, pending or, to the Knowledge of the Company, threatened proceedings under any Environmental Law, and no material expenditures are or will be required by the Company in order to comply with any existing Environmental Law. The Company has never sent, arranged for disposal or treatment, arranged with a transporter for transport for disposal or treatment, transported, or accepted for transport any hazardous substance, hazardous materials, hazardous waste, solid waste or petroleum, including crude oil or any fraction thereof, to a facility, site or location, which, pursuant to the CERCLA or any similar state or local Law, (i) has been placed, or is proposed to be placed, on the National Priorities List or its state equivalent or (ii) is subject to a claim, administrative order or other request to effect removal or take remedial action. The Company does not store, generate or produce any hazardous substance or hazardous waste in quantities or in a manner which violates any Environmental Law or which could reasonably be expected to give rise to any Liability thereunder. Except as set forth on Schedule 3.18(d) of the Company Disclosure Schedule, to the Company's Knowledge, there are no environmental reports, investigations or audits possessed or controlled by the Company (whether conducted by or on behalf of the Company or another Person, and whether done at the initiative of the Company or directed by a Governmental Authority or other Person) relating to premises currently or previously owned, leased or operated by the Company. Except as set forth in Section 3.18 3.18(e) of the Sellers Company Disclosure Letter: (aSchedule, there has not been any contamination of groundwaters, surface waters, soils or sediments as a result of the manufacture, storage, processing, loss, leak, escape, spillage, disposal or other handling or disposition by or on behalf of the Company of any hazardous substance on or prior to the Closing Date. Except as set forth in Section 3.18(f) The Transferred Entities of the Company Disclosure Schedule, there are no facts or circumstances which are reasonably expected to prevent or delay the ability of the Company to place in compliance the EU market products that comply in all material respects with all the Restrictions on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment (2002/95/EC) ("RoHS Directive") (including applicable Environmental Lawsexemptions as described in further detail in Exhibit J thereto) and the Waste Electrical and Electronic Equipment (2002/96/EC) Directive ("WEEE Directive"), including holding if and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under extent the legislation which is enacted and implemented by applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, European Union member nations is not different from such Directives in any respect. The Company has developed and reports in their possession and relating implemented processes that substantially conform to the Business or any Business Real Property. criteria set forth in the RoHS Enforcement Guidance (eVersion 1 - issued May 2006 and included as part of Exhibit J thereto; specifically those criteria set forth on page 5 and pages 9 and 10, for purposes of demonstrating due diligence with the RoHS Directive) Without limiting for those products being placed in the generality of EU market. The Company has complied with the foregoing, none of WEEE Directive and the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating RoHS Directive to the Business Real Property or, extent any Contract or Law requires the Company to comply with the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationWEEE Directive and/or the RoHS Directive. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in Comply with, and ensure compliance in by all material respects with tenants and subtenants, if any, with, all applicable Environmental Laws, including holding including, without limitation, obtaining and complying in with and maintaining, and ensuring that all material respects tenants and subtenants obtain and comply with and maintain, any and all permits, certificates, licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this 6.12 (a), noncompliance by the Borrower or any of its Subsidiaries with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected noncompliance, the Borrower and authorizations the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve compliance (or contest in good faith by appropriate proceedings the applicable Environmental Law at issue and (to the extent required under Environmental Laws for their operations. (bby GAAP) The Transferred Entities are not subject to provide on the books of the Borrower or any pending Action or written notice from a Governmental Entity alleging that of its Subsidiaries, as the Transferred Entities are case may be, reserves in violation ofconformity with GAAP with respect thereto), or have liability underand provided further that, in any case, such non-compliance, and any other noncompliance with Environmental Law. (c) To , individually or in the Knowledge of Sellersaggregate, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would could not reasonably be expected to result in material liability to the Transferred Entities under applicable a Material Environmental LawsAmount. (db) Sellers have made available to Purchasers copies Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply with all lawful orders and directives of all material written environmental assessmentsGovernmental Authorities regarding Environmental Laws, auditsexcept to the extent that the amount or validity thereof is currently being contested in good faith by appropriate proceedings and (to the extent required by GAAP) reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its Subsidiaries, as the case may be. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and reports their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in their possession and any way relating to the Business violation of, noncompliance with or liability under any Environmental Laws applicable to the Borrower or any Business Real Property. (e) Without limiting the generality of the foregoing, none its Subsidiaries or any of the Transferred Entities have any outstanding material indemnification obligationtheir respective operations or Properties, or any unresolved material enforcement action orders, requirements or liabilitydemands of Governmental Authorities related thereto, pursuant to any Environmental Lawincluding, including but not limited towithout limitation, any investigationattorney's and consultant's fees, cleanup, removal actioninvestigation and laboratory fees, response actioncosts, remediationcourt costs and litigation expenses, or corrective action obligation, relating except to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner extent that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation foregoing arise out of the transactions contemplated hereby will result in any obligations for site investigation gross negligence or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any willful misconduct of the so-called “transaction-triggered” or “responsible property transfer” Environmental Lawsparty seeking indemnification therefor. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities are Company has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying Safety Requirements. The Company has not, at any time within the 18-month period ending on the Closing Date, received any notice, report or other information regarding any actual or alleged material violation or breach by the Company of any Environmental, Health and Safety Requirement or any investigatory, remedial or corrective Liabilities. The Company has furnished to Purchaser all written environmental audits, reports and other environmental documents in all material respects with all permitsthe Company’s possession or control relating to the Company’s past and current properties, certificates, licenses, approvals, registrations facilities and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (cii) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoingCompany’s Knowledge, none of the Transferred Entities have following exists at any outstanding material indemnification obligation, property or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly facility owned or operated property, by the Company: (A) underground storage tanks; (B) asbestos-containing material in any form or condition; (C) materials or equipment containing polychlorinated biphenyls; or (iiD) offsite landfills, surface impoundments or disposal location. (f) None of the Transferred Entities areas. The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any Hazardous Material in material violation substance, including any hazardous substance, or owned or operated any property or facility (and, to the Company’s Knowledge, no such property or facility is contaminated by any such substance) so as to give rise to any current or future Liabilities of the Company, including any Liability for fines, penalties, investigative costs, response costs, cleanup costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees pursuant to any Environmental, Health and Safety Requirements. The Company has not assumed, undertaken or otherwise become subject to any Liability, including any obligation for corrective or remedial action, of any Environmental Lawsother Person relating to Environmental, Health and Safety Requirements. (iii) Neither this Agreement nor any Related Agreement, nor the consummation of the transactions contemplated herein or in a manner that therein, would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health and Safety Requirements. (iv) For the specific purposes of this Section 3.1(k), and solely for purposes of this Section 3.1(k), the term “Company’s Knowledge” means the actual knowledge of each of Xxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxxx and Xxxxx Xxxxxx.

Environmental, Health and Safety Matters. (a) Except as set forth on the Company Disclosure Schedule, to the Company’s Knowledge, the Company has complied and is in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are in compliance compliance, in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding Health and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, the Company has obtained and has complied and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the operation of the Business. A list of all such permits, licenses and other authorizations is set forth on the Company Disclosure Schedule. (c) The Company has not received any written notice, report or other information regarding any actual or alleged violation of Environmental, Health and Safety Requirements, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including, to the Company’s Knowledge, any material investigatory, remedial or corrective obligations, arising under Environmental, Health and Safety Requirements. (d) To the Company’s Knowledge, none of the Transferred Entities have following exists at any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any Property: (i) formerly owned or operated propertyunderground storage tanks, or (ii) offsite asbestos containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls or (iv) landfills, surface impoundments or disposal locationareas. (fe) None of the Transferred Entities The Company has not treated, stored, stored or disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability (includingfor response costs, but not limited tocorrective action costs, any material obligation to conduct an investigationpersonal injury, cleanupproperty damage, removal actionnatural resources damages or attorneys fees, response action, remediation or corrective action) pursuant to any of the Transferred Entities under applicable Environmental LawsEnvironmental, Health and Safety Requirements. (gf) To the Knowledge of Sellers, neither this Agreement nor the The consummation of the transactions contemplated hereby Transaction will not result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities are Seller is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying Safety Requirements, except for such noncompliance which would not, individually or in all material respects with all permitsthe aggregate, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationshave a Material Adverse Effect. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (eii) Without limiting the generality of the foregoing, the Seller is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements 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 the attached "Environmental and Safety Permits Schedule", except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect. (iii) The Seller has not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any Liabilities or potential Liabilities, including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under Environmental, Health, and Safety Requirements. (iv) To the Knowledge of the Seller, none of the Transferred Entities have following exists at any outstanding material indemnification obligation, property or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly facility owned or operated propertyby the Seller: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments, or (ii) offsite disposal locationareas. (fv) None of the Transferred Entities The Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result Liabilities, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA"), or any other Environmental, Health, and Safety Requirements, except for such Liabilities which would not, individually or in material liability (includingthe aggregate, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawshave a Material Adverse Effect. (gvi) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements. (vii) The Seller has not, either expressly or, to the Knowledge of the Seller, by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (viii) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Seller will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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 onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage, except for such Liabilities which would not, individually or in the aggregate, have a Material Adverse Effect.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 3.17 of the Sellers Disclosure LetterSchedules: (a) The Transferred Entities Acquired Companies are in compliance material compliance, and for the past five (5) years have complied in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding Health and complying in Safety Laws (which compliance includes, but is not limited to, the possession of all material respects with all permits, certificates, licenses, approvals, registrations Permits and other material governmental authorizations required under Environmental Laws for their operationsapplicable Environmental, Health and Safety Laws, and compliance with the terms and conditions thereof). All such Permits and governmental authorization have been made available to Buyer. (b) The Transferred Entities are not subject In the past five (5) years, neither the Acquired Companies nor, to the extent applicable to the Acquired Companies, their predecessors or Affiliates have received any pending Action Order or written notice notice, in each case regarding any actual or alleged material violation of Environmental, Health and Safety Law from a any Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawBody. (c) To the Knowledge of (i) There is no Legal Proceeding pursuant to any Environmental, Health and Safety Law pending or, to Sellers’ Knowledge, there has been threatened against any Acquired Company and (ii) no Release of Hazardous Materials at Acquired Company is a party to any Business Real Property in material Order issued pursuant to an amountEnvironmental, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental LawsHealth and Safety Law. (d) Sellers have made available to Purchasers copies No Acquired Company has received any written notice of all potential material written environmental assessmentsLiability under the Comprehensive Environmental Response, audits, Compensation and reports in their possession and relating to the Business Liability Act or any Business Real Propertysimilar Environmental, Health and Safety Law. (e) Without limiting There has been no Release by an Acquired Company of Hazardous Materials at the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) or formerly owned or operated propertyfacilities that requires remedial investigation or action by an Acquired Company pursuant to any applicable Environmental, Health and Safety Law; and no facts, events, or (ii) offsite disposal locationconditions relating to the ownership or operations of an Acquired Company or its predecessors or Affiliates could reasonably be expected to give rise to any other material liabilities pursuant to Environmental, Health and Safety Law. (f) None Sellers and each Acquired Company have made available to Buyer all material written environmental regulatory compliance audits, environmental site assessments, risk assessment reports, corrective action reports, and other similar material environmental documents in the possession of the Transferred Entities has treatedSellers and each Acquired Company, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsPhase I and Phase II environmental assessments, relating to environmental matters at its current properties and facilities. (g) To None of the Knowledge following is present at the Real Property: (i) underground storage tanks, except as set forth in Section 3.17 of Sellersthe Sellers Disclosure Schedules; (ii) landfills or surface impoundments; or (iii) Environmental Contamination for which an Acquired Company would incur material liability. (h) Other than pursuant to third party management agreements (true and correct copies of which have been made available to Buyer), neither this Agreement Sellers nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation Acquired Company has assumed or cleanup, or notification to or consent undertaken by Contract any material Liability of any Governmental Entity or third parties, other Person pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health and Safety Law.

Environmental, Health and Safety Matters. Except as set forth disclosed in Section 3.18 3.7 of the Sellers Seller Disclosure LetterSchedule: (a) The Transferred Entities are Sellers are, at the Telstar Facility, in compliance in all material respects with all applicable Environmental Laws, and Sellers have not received any written communication from any Governmental Entity that alleges that Sellers are not in compliance with applicable Environmental Laws at the Telstar Facility. (b) Sellers have obtained or have applied for all environmental, health and safety permits, and governmental Permits and/or Approvals (collectively, the "Environmental Permits") necessary for the conduct of their operations at the Telstar Facility, except those the absence of which would not reasonably be expected to have a Material Adverse Effect, and all such Environmental Permits are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Sellers are in material compliance with all terms and conditions of such Environmental Permits; provided, however, that Sellers make no representation or warranty as to whether any transfer, renewal, or reapplication for any Environmental Permit required as a result of the Acquisition can be accomplished in the ordinary course of business. (c) There are no Environmental Claims pending or, to Sellers' Knowledge, threatened (i) against Sellers that would reasonably be expected to have a Material Adverse Effect on Buyer's ability to operate the Telstar Facility in the same manner as operated by Sellers during the Second Quarter or (ii) against the Telstar Facility. (d) To Sellers' Knowledge, there have been no Releases of any Hazardous Material on, at, upon, into or from the Telstar Facility by Sellers, nor has there been any Release of Hazardous Material, including holding the off-site disposal of Hazardous Material, that would reasonably be expected to form the basis of any Environmental Claim against Sellers relating to the Telstar Facility. (e) To Sellers' Knowledge, since May 1999, Sellers have complied, and complying are in compliance with, in all material respects, all Environmental Laws in the operation of the Optoelectronics Business at the Telstar Facility and as related to the Transferred Assets located at the Telstar Facility. (f) To their Knowledge, Sellers are, at the Tongmei Facility, in compliance in all material respects with all permitsapplicable Environmental Laws, certificates, licenses, approvals, registrations and authorizations required under Sellers have not received any written communication from any Person that alleges that Sellers are not in compliance with applicable Environmental Laws at the Tongmei Facility. To their Knowledge, Sellers have obtained or have applied for all applicable Environmental Permits (if any) necessary for the conduct of their operations. (b) The Transferred Entities are operations at the Tongmei Facility, except those, the absence of which would not subject reasonably be expected to any pending Action or written notice from have a Governmental Entity alleging that Material Adverse Effect. All such Environmental Permits obtained by Sellers on the Transferred Entities Tongmei Facility are in violation ofgood standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Sellers are in material compliance with all terms and conditions of such Environmental Permits; provided, however, that Sellers make no representation or warranty as to whether any transfer, renewal, or have liability under, reapplication for any Environmental Law. Permit required as a result of the Acquisition can be accomplished in the ordinary course of business. There are no Environmental Claims pending or, to Sellers' Knowledge, threatened (ci) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition against Sellers that would reasonably be expected to result have a Material Adverse Effect on Buyer's ability to operate the Tongmei Facility in material liability to the Transferred Entities under applicable Environmental Laws. (d) same manner as operated by Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to during the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated propertySecond Quarter, or (ii) offsite disposal location. (f) None against the Tongmei Facility. To Sellers' Knowledge, there have been no Releases of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation on, at, upon, into or from the Tongmei Facility by Sellers, nor has there been any Release of any Environmental LawsHazardous Material, or in a manner including the off-site disposal of Hazardous Material, that would reasonably be expected to result form the basis of any Environmental Claim against Sellers relating to the Tongmei Facility. To Sellers' Knowledge, since May 1999, Sellers have complied, and are in compliance with, in all material liability (includingrespects, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any all Environmental Laws in the operation of the Optoelectronics Business at the Tongmei Facility and as related to the Transferred Entities under applicable Environmental LawsAssets located at the Tongmei Facility. (g) To their Knowledge and except as provided in the Seller Disclosure Schedule, Sellers are at the Monterey Park Facility in compliance in all material respects with all applicable Environmental Laws other than zoning Laws and building code requirements, and Sellers have not received any written communication from any Person that alleges that Sellers are not in compliance with such applicable Environmental Laws at the Monterey Park Facility. To their Knowledge, Sellers have obtained or have applied for all applicable Environmental Permits necessary for the conduct of their operations at the Monterey Park Facility, other than those necessary to meet current zoning or building code requirements, and except those the absence of which would not reasonably be expected to have a Material Adverse Effect. All Environmental Permits obtained by Sellers on the Monterey Park Facility are in good standing or, where applicable, a renewal application has been timely filed and is pending agency approval, and Sellers are in material compliance with all terms and conditions of such Environmental Permits; provided, however, that Sellers make no representation or warranty as to whether any transfer, renewal, or reapplication for any Environmental Permit required as a result of the Acquisition can be accomplished in the ordinary course of business. There are no Environmental Claims pending or, to Sellers' Knowledge threatened (i) against Sellers that would reasonably be expected to have a Material Adverse Effect on Buyer's ability to operate the Monterey Park Facility in the same manner as operated by Sellers during the Second Quarter, or (ii) against the Monterey Park Facility. To Sellers' Knowledge, there have been no Releases of any Hazardous Material on, at, upon, into or from the Monterey Park Facility by Sellers, neither this Agreement nor has there been any Release of Hazardous Material, including the consummation off-site disposal of Hazardous Material, that would reasonably be expected to form the basis of any Environmental Claim against Sellers relating to the Monterey Park Facility. To Sellers' Knowledge, since May 1999, Sellers have complied, and are in compliance with, in all material respects, all Environmental Laws in the operation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification Optoelectronics Business at the Monterey Park Facility and as related to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsTransferred Assets located at the Monterey Park Facility.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 (a) Each of the Sellers Disclosure Letter: (a) The Transferred Entities are and the Subsidiaries is in compliance compliance, in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of Section 4.14(a), each of Sellers, the foregoingSubsidiaries, and their respective Affiliates, has obtained and is in compliance with, in all material respects, all material permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the operation of its business. (c) Except as set forth in Schedule 4.14(c) none of the Transferred Entities have Sellers, the Subsidiaries, or their respective Affiliates has received any outstanding written notice from any federal, state, local or foreign governmental authority regarding any actual or alleged material indemnification obligationviolation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential material liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany material investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orany of them or their facilities arising under Environmental, Health, and Safety Requirements. (d) Except as set forth in Schedule 4.14(d), to the Knowledge of SellersSellers and the Subsidiaries, to none of the following exists at any Property or facility owned or operated by Sellers or the Subsidiaries: (i) formerly owned underground storage tanks, (ii) asbestos containing material in any friable and damaged form or operated propertycondition, or (iiiii) offsite landfills, surface impoundments, or Hazardous Material disposal locationareas. (fe) None of the Transferred Entities Sellers or the Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material Materials in material violation of any Environmental Laws, or upon the Property in a manner that would reasonably be expected has given or is likely to result in give rise to material liabilities, including any material liability (includingfor response costs, but not limited tocorrective action costs, personal injury, property damage, or natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or the Solid Waste Disposal Act, as amended, or any material obligation to conduct an investigationother Environmental, cleanupHealth, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawsand Safety Requirements. (gf) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby transaction that is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letterexpressly disclosed on Schedule 3.20: (a) The Transferred Entities Company and its Subsidiaries have complied and are in compliance compliance, in all material respects respects, with all applicable Environmental LawsEnvironmental, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsHealth, and reports in their possession and relating to the Business or any Business Real Property. (e) Safety Requirements. Without limiting the generality of the foregoing, none the Company and its Subsidiaries have obtained and complied with in all material respects, and possess and are in compliance with in all material respects, all Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of their facilities and the Transferred Entities have operation of their business. (b) Neither the Company nor any outstanding material indemnification obligationSubsidiary has received any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action Liabilities or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, potential Liabilities relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationthereto. (fc) None Neither the Company nor any of the Transferred Entities its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any substance, including any Hazardous Material in material violation of any Environmental LawsMaterials, or owned or operated any property or facility in a manner that would reasonably be expected may give rise to result in material liability any Liabilities pursuant to any Environmental, Health, and Safety Requirements. (includingd) To the Knowledge of the Company, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation no aboveground or corrective action) to underground storage tanks are or have been located at any of the Transferred Entities real property owned, leased, or otherwise used by the Company and its Subsidiaries, and no real property owned, leased, or otherwise used by the Company or its Subsidiaries has been used at any time as a gasoline service station or any other facility for storing, pumping, dispensing, or producing gasoline or other petroleum products or wastes. (e) Neither the Company nor its Subsidiaries are subject to any Order or other arrangement with any Governmental Entity or any indemnity or other agreement with any third-party relating to Liability under applicable Environmental Lawsany Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Company, no employees, former employees or independent contractors of the Company or its Subsidiaries have been exposed to any Hazardous Materials in the context of such Person’s activities with the Company or the Subsidiaries. (g) To the Knowledge of Sellersthe Company, neither this Agreement nor there are no facts, events, conditions, circumstances, activities, practices, incidents, actions, omissions or plans which would reasonably be expected to prevent or interfere with the consummation operation of the transactions contemplated hereby will result Company in any obligations for site investigation material compliance with Environmental, Health, and Safety Requirements. (h) The Company has delivered to Buyer or cleanupBuyer’s agents true and complete copies (if any) of all (i) environmental audits, investigations, studies, or notification reports with respect to any real property owned or consent leased by the Company and its Subsidiaries that have been performed or prepared by or at the direction of the Company or any Subsidiary or that are in the possession of the Company or any of its Subsidiaries, (ii) written notices received by the Company or any Subsidiary from any Governmental Entity Entities having the power to administer or third partiesenforce any applicable Environmental, pursuant Health, and Safety Requirements relating to current or past ownership, use, or operation of or activities at any real property owned, leased, or otherwise used by the Company or any of its Subsidiaries, and (iii) written materials relating to any of the so-called “transaction-triggered” claim, allegation, or “responsible property transfer” Environmental Lawsaction by any Person (other than any Governmental Entity) under any applicable Environmental, Health, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are 4.26.1 Bearings Company has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) 4.26.2 Without limiting the generality of the foregoing, Bearings Company has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all such permits, licenses and authorizations is set forth on Exhibit "I" attached hereto. 4.26.3 To the Knowledge of AVS, Bearings Company has not received any written or oral notice, report or other information regarding any actual or alleged violation of any Environmental, Health 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 Bearings Company or its facilities arising under any Environmental, Health and Safety Requirements. 4.26.4 To the Knowledge of AVS, none of the Transferred Entities have following exists at any outstanding property or facility owned, leased or operated by Bearings Company: (1) underground storage tanks, (2) asbestos-containing material indemnification obligationin any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or any unresolved material enforcement action (4) landfills, surface impoundments or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to disposal areas. 4.26.5 To the Knowledge of SellersAVS, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities Bearings Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, handled or released any Hazardous Material in material violation of substance, including any Environmental Lawshazardous substance, or owned, leased or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) give rise to any Liability to Bearings Company, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Transferred Entities under applicable Solid Waste Disposal Act, as amended, or any other Environmental, Health and Safety Requirements. In addition, to the Knowledge of AVS, no Affiliate of AVS has taken any action or failed to take any action that could subject Bearings Company for any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health and Safety Requirements. (g) 4.26.6 To the Knowledge of SellersAVS, neither this Agreement nor the consummation of the transactions contemplated hereby that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health and Safety Requirements. 4.26.7 To the Knowledge of AVS, Bearings Company has not, either expressly or by operation of law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to any Environmental, Health and Safety Requirements. 4.26.8 To the Knowledge of AVS, no facts, events or conditions relating to the past or present facilities, assets, properties or operations of Bearings Company or any of its Affiliates will prevent, hinder or limit continued compliance with any Environmental, Health and Safety Requirements, give rise to any investigatory, remedial or corrective obligations with respect to Bearings Company pursuant to any Environmental, Health and Safety Requirements, or give rise to any other Liability (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to any Environmental, Health and Safety Requirements, including any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. Except with respect to (i) Environmental Liabilities at the Xxxxxx Milanino sales offices, (ii) Environmental Liabilities identified in the Environmental Report or that are required to be remediated by applicable authorities as a result of Seller’s reporting to such applicable authorities such Environmental Liabilities (including any remediation that may be required by applicable authorities as a result of the October 2003 Site Characterization Plan submitted by Seller with respect to Talamona), and (iii) Site Pollution (with respect to each of the foregoing no representations or warranties are being made by Seller): (a) Except as set forth in Section 3.18 of Schedule 4.17, since January 1, 2003, the Sellers Disclosure Letter: (a) The Transferred Entities are Business has been in compliance in all material respects with all applicable Environmental Environmental, Health and Safety Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities Business has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are not subject required pursuant to any pending Action or all Environmental, Health and Safety Laws for the occupation of the Real Property and operation of the Business, and Seller has received no written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, of any Action to revoke or have liability under, modify any Environmental Lawof such permits or approvals. (c) To the Knowledge Except as set forth in Schedule 4.17, since January 1, 2003, Seller has not received any currently outstanding written notice, report or other written information regarding any actual or alleged violation of SellersEnvironmental, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Health and Safety Laws. (d) Sellers have made available Except as set forth in Schedule 4.17(d), the Business (which for the purposes of this Section 4.17(d) only shall include other operations of Seller or its Affiliates conducted in Talamona) has never (i) manufactured, sold, distributed, designed, installed, used or specified the use of asbestos or asbestos-containing products for any purpose, nor (ii) entered into any agreement to Purchasers copies of all material written environmental assessmentsindemnify, auditsdefend, and reports or hold harmless any other entity for liabilities allegedly arising from or in their possession and any way relating to asbestos or asbestos-containing products. Seller has performed all workplace monitoring for asbestos that is required by applicable Law with respect to the facility of the Business or any Business Real Propertyat Talamona. (e) Without limiting the generality of the foregoingTo Seller’s Knowledge, none of the Transferred Entities have any outstanding material indemnification obligation, Seller has not assumed or any unresolved material enforcement action or liability, pursuant to undertaken any Environmental Law, including but not limited to, Liability of any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating other Person that is related primarily to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationBusiness. (f) None Seller has or prior to Closing will have, to the extent required by applicable Law, reported all violations identified in the Environmental Report to appropriate authorities, and will following the Closing take all actions that are (i) identified in the Environmental Report, (ii) agreed upon in writing as a result of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handledEnvironmental Report, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected (iii) required by applicable Law as it relates to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawssuch violations. (g) To Except as set forth in Schedule 4.17, Seller has complied in all material respects with applicable Law relating to the Knowledge discharge of Sellers, neither this Agreement nor waste water at the consummation facility of the transactions contemplated hereby will result in any obligations for site investigation or cleanupBusiness at Talamona. THIS SECTION 4.17 CONTAINS THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF SELLER WITH RESPECT TO ANY ENVIRONMENTAL, or notification to or consent of any Governmental Entity or third partiesHEALTH OR SAFETY MATTERS, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsINCLUDING ANY ARISING UNDER ANY ENVIRONMENTAL, HEALTH AND SAFETY LAWS.

Environmental, Health and Safety Matters. Except Except, in each case, as set forth in Section 3.18 of would not reasonably be expected to be material to the Sellers Disclosure Letter: Business, take as a whole: (a) The Transferred Entities are each of the Acquired Companies and each of their respective Subsidiaries is, and for the past three years has been, in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying Safety Requirements in all material respects connection with all permitsthe ownership, certificatesuse, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. maintenance or operation of its business or assets or properties; (b) The Transferred Entities there are not subject no pending nor, to the Knowledge of Seller, threatened (in writing) Legal Proceedings by any pending Action or written notice from a Governmental Entity Person alleging that the Transferred Entities properties or assets of any of the Acquired Companies or any of their respective Subsidiaries are in violation ofnot, or have in each case that its or their business has not been conducted, in compliance with, or that any of the Acquired Companies or any of their respective Subsidiaries has liability under, any Environmental Law. Environmental, Health and Safety Requirements; (c) To none of the Acquired Companies nor any of their respective Subsidiaries has caused or, to the Knowledge of SellersSeller, there has been no Release is otherwise responsible for any release, disposal or discharge of Hazardous Materials at any Business Real Property in an amount, manner hazardous materials or condition wastes that would reasonably be expected to result in give rise to any material liability Liability of any of the Acquired Companies or any of their Subsidiaries with respect to the Transferred Entities under applicable Environmental Laws. Environmental, Health and Safety Requirements; (d) Sellers have made available to Purchasers copies none of all material written environmental assessmentsthe Acquired Companies nor any of their respective Subsidiaries has assumed any Liability of any other Person under any Environmental, audits, Health and reports in their possession Safety Requirements; and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of SellersSeller, to any (i) formerly owned there are no facts, circumstances or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner conditions that would reasonably be expected to result in material liability (including, but not limited to, give rise to any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to Liability of any of the Transferred Entities under applicable Environmental Laws. Acquired Companies or any of their respective Subsidiaries with respect to Environmental, Health and Safety Requirements. The Seller and Acquired Companies have made available to Acquirer a copy of all material environmental assessment (gincluding Phase I and Phase II) To reports relating to the Knowledge of Sellers, neither this Agreement nor the consummation Business and properties of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsAcquired Companies.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller has complied and is in compliance in all material respects with all applicable federal and state environmental laws, rules and regulations (“Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b”) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability applicable to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Business. Without limiting the generality of the foregoing, none Seller has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the Transferred Entities have operation of its Business. Seller has not received any outstanding material indemnification obligationwritten or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws, or any unresolved material enforcement action liabilities or liabilitypotential liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to any of them or its facilities arising under any Environmental Laws. None of the Business Real Property or, to the Knowledge of Sellers, to following exists at any property or facility owned or operated by Seller: (i) formerly owned underground storage tanks, (ii) asbestos-containing material in any form or operated propertycondition, (iii) materials or equipment containing polychlorinated biphenyls, or (iiiv) offsite landfills, surface impoundments, or disposal location. (f) None of the Transferred Entities areas. Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability (includingfor response costs, but not limited tocorrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable other Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. (a) Except as disclosed in any Environmental Report delivered or made available to Buyer prior to the date hereof or as set forth in Section 3.18 2.6(a) of the Disclosure Schedule, to the Knowledge of Sellers, Sellers Disclosure Letter: (a) The Transferred Entities are and each Affiliate thereof is in compliance in all material respects with Environmental, Health, and Safety Requirements (including obtaining all permits and licenses required thereunder) applicable Environmental Laws, including holding to the Store Properties and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsthe Corporate Headquarters. (b) The Transferred Entities are not subject Except as disclosed in any Environmental Report delivered or made available to Buyer prior to the date hereof or as set forth in Section 2.6(b) of the Disclosure Schedule, no Seller nor any Affiliate thereof has received any written notice, report or other information regarding any material violation or obligation or liability under Environmental, Health, and Safety Requirements relating to any pending Action Store Property or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawCorporate Headquarters. (c) To the Knowledge of Sellers, there has except as disclosed in any Environmental Report delivered or made available to Buyer prior to the date hereof or as set forth in Section 2.6(c) of the Disclosure Schedule, no Hazardous Substances have been no Release of Hazardous Materials released or are present at or from any Business Real Store Property or the Corporate Headquarters in an amount, a manner or condition to a degree that would reasonably be expected requires a Seller to result in material liability report, investigate, assess, remediate or xxxxx them pursuant to the Transferred Entities under applicable Environmental LawsEnvironmental, Health, and Safety Requirements. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor except as disclosed in any Environmental Report delivered or made available to Buyer prior to the consummation date hereof or as set forth in Section 2.6(d) of the transactions contemplated hereby will result in any obligations for site investigation or cleanupDisclosure Schedule, no Store Property contains, or notification is served by, any underground storage tanks or septic systems. (e) Sellers have delivered or made available to Buyer true and complete copies of all environmental Phase I reports and other investigations, studies, audits, tests, reviews or consent other analyses commenced or conducted by or on behalf of Sellers and any Governmental Entity environmental insurance policies in relation to the current or third partiesprior business of Sellers or any real property presently or formerly owned, pursuant to any leased, or operated by Sellers (or its affiliates or predecessors) that are in the possession, custody or control of the so-called Sellers or its Affiliates. (f) As used herein: (i) “transaction-triggeredEnvironmental, Health, and Safety Requirements” or “responsible property transfer” Environmental Laws.shall

Environmental, Health and Safety Matters. Except (a) To the knowledge of Seller, Seller has delivered to Buyer or provided to Buyer an opportunity to review, true and complete copies of, all environmental site assessments, test results, analytical data, boring logs of the Real Property, and other environmental reports and studies of the Real Property or the Combined Business. In this regard, Seller has made inquiry of Seller JV and has provided Buyer such information known to Seller relating to the Seller JV and its operations and Assets. (b) Other than as set forth in Section 3.18 of the Sellers Disclosure Letter:on Schedule 3.17(b): (a1) The Transferred Entities are To the knowledge of Seller, except in compliance in all material respects with all applicable Environmental Laws, including holding (A) there has not been, during the applicable period during which Seller or Seller JV, respectively, have owned, leased, operated, managed or occupied each parcel of the Real Property and complying the Improvements (the "Ownership Period"), any Pollution (as hereinafter defined) at or from the Real Property and the Improvements or any other facilities used for or in connection with the Combined Business, (B) there was no Pollution at the Real Property or the Improvements prior to the respective date of commencement of the Ownership Period therefor, and (C) during the respective Ownership Period, there have been no actions, activities, circumstances, conditions, events or incidents that could reasonably be expected to form the basis of any claim against Seller, Seller JV or Buyer under any Environmental Law (as hereinafter defined); (2) To the knowledge of Seller, during each respective Ownership Period, the use, storage, disposal and transportation of all Hazardous Materials (as hereinafter defined) by Seller or Seller JV to, at and from each parcel of Real Property has been in material respects compliance with all permitsapplicable Laws, certificatesand Seller and Seller JV have not transported or arranged for transportation or disposal of any Hazardous Material at a designated CERCLA (Superfund) (as hereinafter defined) site or any site similarly designated by any state, and Seller and Seller JV have not received any notice in writing alleging, or obtained any information indicating, that any Pollution exists upon any portion of the Real Property; (3) To the knowledge of Seller, Seller and Seller JV are in material compliance with all Environmental Laws. In addition, since January 1, 2000, Seller and Seller JV have obtained all Permits, licenses, approvals, registrations consents, orders, and authorizations which are required under Environmental Laws ("Environmental Permits") for their operations.the Combined Business or the ownership, use or lease of the Assets as the Combined Business has been operated during such time period, and Seller has provided Buyer an opportunity to review all such permits. Except as otherwise described in Schedule 3.17(b), Seller and Seller JV are in material compliance with each such Environmental Permit, Seller and Seller JV have not received notice in writing from any Authority that Seller or Seller JV are alleged to have violated any Environmental Permit or that any Environmental Permit will be modified, suspended, canceled or revoked or cannot be renewed in the ordinary course of business; and (b4) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofsince January 1, 2000, or except as disclosed on Schedule 3.17(b), Seller and Seller JV have liability not entered into or received, nor to the knowledge of Seller, is Seller or Seller JV in default under, any consent decree, compliance order, or administrative order issued by any agency, or any judgment, order, writ, injunction or decree of any federal, state, or municipal court or other Authority relating to Environmental LawLaws. (c) With respect to the Combined Business, the Assets the Real Property, (1) To the Knowledge knowledge of SellersSeller, there has are no Actions pending or, to Seller's and Seller JV's knowledge, threatened by any Authority, municipality, community, citizen, group or other person or entity against Seller or Seller JV relating to environmental protection, compliance with Environmental Laws or the condition of the Real Property, nor are Seller or Seller JV aware of any unasserted Action, the assertion of which is probable. Seller and Seller JV have not been no Release notified in writing that they are potentially liable under or received any requests for information or other correspondence concerning any portion of Hazardous Materials at any Business the Real Property or the Improvements, nor have Seller or Seller JV received any notice in an amountwriting that either is considered potentially liable under CERCLA, manner HSRA, or condition that would reasonably be expected any similar Law; (2) To the knowledge of Seller, all underground storage tanks, oil/water separators, sumps, and septic systems located on the Real Property have been identified in Schedule 3.17(c), together with a description of the materials stored therein and a statement as to result whether such tanks are currently used by Seller or Seller JV; (3) all transformers located on the Real Property containing polychlorinated biphenyls (PCBs) have been identified in Schedule 3.17(c); (4) except as disclosed on Schedule 3.17(c), no material liability work, repair, construction or capital expenditure is required or planned in respect of the Assets or the Real Property pursuant to or to comply with any Environmental Law, nor have Seller or Seller JV received any notice in writing of any such requirement; and (5) to the Transferred Entities knowledge of Seller or Seller JV, none of the asbestos-containing materials located on the Real Property is in a friable condition. (d) No lien has arisen or is, to the knowledge of Seller or Seller JV, threatened on or against any of the Real Property under applicable or as a result of any Environmental Laws. (de) Sellers have made available To the knowledge of Seller, except as set forth in Schedule 3.17(e), Seller, Seller JV and the Assets and Real Property are in material compliance with all applicable Laws relating to Purchasers copies of employee health and safety (including, without limitation, all material written environmental assessments, auditsapplicable Laws regarding actual or potential exposure to Hazardous Materials, and reports all applicable OSHA regulations and all applicable state Laws regulating work place health or safety); and Seller and Seller JV have not received any notice in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality writing that conditions of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, Assets or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property orviolate in any material respect any applicable Laws or otherwise can be made the basis of any material claim, citation, proceeding or investigation based on or related to the Knowledge violations of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal locationemployee health and safety requirements. (f) None For purposes of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.Agreement:

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities (i) Seller or the Retained Subsidiaries, with respect to the Business, the Company and the Company Subsidiaries are in compliance in all material respects with all applicable Environmental, Health and Safety Laws (which material compliance includes, but is not limited to, the possession by Seller or the Retained Subsidiaries, with respect to the Business, the Company and the Company Subsidiaries of all material franchises, grants, authorizations, licenses, registrations, permits, variances, exemptions, consents, certificates, approvals and orders required under applicable Environmental, Health and Safety Laws (“Environmental Laws, including holding Permits”) and complying compliance in all material respects with the terms and conditions thereof); (ii) neither the Company nor any Company Subsidiary has received any unresolved written notifications that it is not in such compliance with all permitsapplicable Environmental, certificatesHealth and Safety Laws and Environmental Permits; and (iii) all Environmental Permits held by the Company or any Company Subsidiary pursuant to applicable Environmental, licensesHealth and Safety Laws are in full force and effect, approvals, registrations and authorizations any renewal applications have been timely submitted as required under such Laws, and no appeal or any other proceeding is pending to revoke or modify in a manner materially adverse to the Business, the Company and the Company Subsidiaries, taken as a whole, any such Environmental Laws for their operationsPermit. (b) The Transferred Entities are not subject There is no material Environmental, Health and Safety Claim pending or, to the Knowledge of Seller, threatened against the Company or any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawCompany Subsidiary. (c) To Neither the Knowledge of Sellers, there has been no Release of Hazardous Materials at Company nor any Business Real Property in an amount, manner or condition Company Subsidiary is subject to any Order with any Person that would reasonably be expected to result in material liability liabilities to the Transferred Entities Company or any Company Subsidiary under applicable Environmental LawsEnvironmental, Health and Safety Laws or concerning the Cleanup of Hazardous Materials. (d) Sellers have made available Except to Purchasers secure the financial assurance related to any Cleanup obligations, which Cleanup obligations are set forth in Section 4.14(d) of the Disclosure Letter, neither the Company nor any Company Subsidiary has contractually agreed to assume any material liabilities arising under Environmental, Health and Safety Laws of any third party or provide an indemnification for such liabilities. Seller has provided to Buyer true and complete copies of all material written environmental assessments, audits, and reports in their possession and relating agreements pertaining to the Business or any Business Real Propertysuch financial assurance. (e) Without limiting the generality (i) None of the foregoingCompany Realty, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property Discontinued Plants or, to the Knowledge of SellersSeller, to any (i) formerly owned or operated propertyFormer Company Realty has been identified by any Governmental Entity as requiring Cleanup, or (ii) offsite disposal locationto the Knowledge of Seller, no closed or in service underground storage tanks are present at the Company Realty, the Discontinued Plants or any Former Company Realty, and (iii) there exists no current or unremediated past Release of Hazardous Materials at, in, onto or from the Company Realty, the Discontinued Plants or, to the Knowledge of Seller, any Former Company Realty that is reasonably likely to result in a material Environmental, Health and Safety Claim being asserted against the Company or any Company Subsidiary. (f) None Neither the Company nor any Company Subsidiary is responsible for any Release of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of Materials at, in, onto or from any Environmental Laws, real property not owned or in a manner that would reasonably be expected to result in material liability (including, but not limited to, leased by the Company or any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsCompany Subsidiary. (g) To Seller has delivered or otherwise made available for inspection to Buyer copies of all material Environmental Permits and material correspondence, reports, studies and analyses in the Knowledge of Sellers, neither this Agreement nor the consummation possession of the transactions contemplated hereby will result Company or any Company Subsidiary pertaining to (i) any non-compliance with all Environmental, Health and Safety Laws, (ii) any pending and threatened in writing Environmental, Health and Safety Claims, and (iii) any obligations Releases of Hazardous Materials at, in, on, beneath or adjacent to the Company Realty or the Discontinued Plants, or, except for site investigation matters for which the Company or cleanupany Company Subsidiary does not have liability, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsFormer Company Realty.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws, including, without limitation, obtaining and complying with and maintaining, and ensuring that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. For purposes of this subsection 6.12(a), material noncompliance by the Borrower, any of its Subsidiaries or any tenant or subtenant, with any applicable Environmental Law shall be deemed not to constitute a breach of this covenant provided that, upon learning of any actual or suspected material noncompliance, the Borrower and the relevant Subsidiaries shall promptly undertake all reasonable efforts to achieve material compliance (or contest in good faith by appropriate proceedings the alleged violation or applicable Environmental Law at issue and (to the extent required by GAAP) provide on the books of the Borrower or any of its Subsidiaries, as the case may be, reserves in conformity with GAAP with respect thereto), and provided further that, in any case, such noncompliance, and any other noncompliance with applicable Environmental Law, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. (b) Promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject except to any pending Action or written notice from a Governmental Entity alleging the extent that the Transferred Entities are validity thereof is currently being contested in violation ofgood faith by appropriate proceedings and (to the extent required by GAAP) reserves in conformity with GAAP with respect thereto have been provided on the books of the Borrower or any of its Subsidiaries, or have liability under, any Environmental Lawas the case may be. (c) To Defend, indemnify and hold harmless the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to Administrative Agent and the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsLenders, and reports their respective parents, subsidiaries, affiliates, employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known or unknown, contingent or otherwise, arising out of, or in their possession and any way relating to the Business violation of, noncompliance with or liability under any Environmental Laws applicable to the Borrower or any Business Real Property. (e) Without limiting the generality of the foregoing, none its Subsidiaries or any of the Transferred Entities have any outstanding material indemnification obligationtheir respective operations or properties, or any unresolved material enforcement action orders, requirements or liabilitydemands of Governmental Authorities related thereto, pursuant to any Environmental Lawincluding, including but not limited towithout limitation, any investigationattorney’s and consultant’s fees, cleanup, removal actioninvestigation and laboratory fees, response actioncosts, remediationcourt costs and litigation expenses, or corrective action obligation, relating except to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner extent that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation foregoing arise out of the transactions contemplated hereby will result in any obligations for site investigation gross negligence, bad faith or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any willful misconduct of the soparty seeking indemnification therefor, in each case, as determined by a final non-called “transaction-triggered” or “responsible property transfer” Environmental Lawsappealable judgment by a court of competent jurisdiction. This indemnity shall continue in full force and effect regardless of the termination of this Agreement.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller and, to Seller’s knowledge, each of its predecessors and Affiliates, has complied in all material respects and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying Safety Requirements in all material respects connection with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsthe operation of the Business. (b) The Transferred Entities Seller and, to Seller’s knowledge, each of its predecessors and Affiliates, has obtained and complied in all material respects with, and is in compliance with in all material respects, all permits, licenses and other authorizations that are not subject to any pending Action or written notice from a Governmental Entity alleging that required under Environmental, Health, and Safety Requirements for the Transferred Entities are in violation ofoperation of the Business. A list of all these material permits, or have liability under, any Environmental Lawlicenses and other authorizations is set forth on Schedule 2.17. (c) To the Knowledge Neither Seller nor to Seller’s knowledge, any of Sellersits predecessors or Affiliates has received any written or oral notice, there has been no Release report or other information regarding any actual or alleged violation of Hazardous Materials at any Business Real Property in an amountEnvironmental, manner or condition that would reasonably be expected to result in material liability Health, and Safety Requirements related to the Transferred Entities operation of the Business, or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) related to the Business, including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under applicable Environmental LawsEnvironmental, Health, and Safety Requirements, the violation of which would have a material adverse effect on the Business. (d) Sellers have made available Neither Seller nor, to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited toSeller’s knowledge, any investigationof its predecessors or Affiliates, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material substance in material violation connection with the operation of any Environmental Laws, or the Business in a manner that has given or would reasonably be expected give rise to result in material liability (includingliabilities under the Comprehensive Environmental Response, but not limited toCompensation and Liability Act of 1980, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanupas amended, or notification to or consent of any Governmental Entity or third partiesother Environmental, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsHealth, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities are Company and its Subsidiaries have complied, within the past five (5) years and is in compliance with, in all material respects with respects, all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (bii) The Transferred Entities Neither the Company nor any of its Subsidiaries has received from any Governmental Entity, within the past five (5) years any written notice or report regarding any actual or alleged violation of Environmental, Health, and Safety Requirements or any investigation with respect thereto, except for such matters as have been resolved or which are not subject to any pending Action or written notice from result in a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawCompany Material Adverse Change. (ciii) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby will Transaction are reasonably be expected to result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, cleanup pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health, and Safety Requirements. (iv) Neither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (v) To the Knowledge of the Seller, no facts, events or conditions relating to the past or present facilities, properties or operations of the Company, its Subsidiaries, or any of their respective predecessors or Affiliates could reasonably be expected to (A) prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, (B) give rise to any initial investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or (C) give rise to any material Liability 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.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 Schedule 10.1, the Transferor (for purposes of this Agreement, Treadco is the Sellers Disclosure Letter"Transferor" with respect to the Contributed Treadco Assets and Goodyear is the "Transferor" with respect to the Contributed Goodyear Assets, respectively) represents and warrants to Wingfoot and to the other Parties that, with respect to the Contributed Treadco Assets or the Contributed Goodyear Assets, as the case may be: (a) The Transferred Entities are Transferor is in material compliance in all with and there is no material respects with all violation of any applicable Environmental Laws; there are no Liabilities, including holding whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Laws, and complying there are no facts, conditions, situations, occurrences, actions, omissions or sets of circumstances, which could reasonably be expected to result in all material respects such Liability with all permitsrespect to the Transferor's past or present ownership, certificatesuse or operations of the Treadco Business or Goodyear Business, licensesas the case may be, approvalsor the Contributed Treadco Assets or Contributed Goodyear Assets, registrations and authorizations required under Environmental Laws for their operationsas the case may be. (b) The Transferred Entities Transferor possesses and is in material compliance with all Governmental Authorizations that are not subject to any pending Action necessary for the operation of the Treadco Business, the Goodyear Business, the Contributed Treadco Assets or written notice from a Governmental Entity alleging that the Transferred Entities are in violation ofContributed Goodyear Assets, or have liability under, any Environmental Lawas the case may be. (c) To the Knowledge of SellersThe Transferor has received no notice, there has been no Release of Hazardous Materials at any Business Real Property in an amountrequest for information, manner citation, complaint, summons or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and order relating to the Business any violation or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligationalleged violation of, or any unresolved material enforcement action or liabilityLiability under, pursuant to any Environmental LawLaw in connection with the Treadco Business or Goodyear Business, including but not limited to, any investigation, cleanup, removal action, response action, remediationas the case may be, or corrective action obligation, relating to the Business Real Property Contributed Treadco Assets or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 ENVIRONMENTAL PROTECTION. ----------------------------------------- ------------------------ The Target has reasonably obtained all permits, licenses and other authorizations and filed all notices and reports which are required to be obtained or filed by it for the operation of its business under federal, state and local laws relating to environmental matters, health and safety, pollution, or protection of the Sellers Disclosure Letter: environment (a) the "HSE LAWS"). The Transferred Entities are Target is in compliance in all material respects with all applicable Environmental Lawsterms and conditions of such required permits, including holding licenses and complying authorizations. The Target is in compliance in all material respects with all permitsother applicable limitations, certificatesrestrictions, licensesconditions, approvalsstandards, registrations prohibitions, requirements, obligations, schedules and authorizations required under Environmental timetables contained in the HSE Laws for their operations. (b) The Transferred Entities are not subject or contained in any law, regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder. In addition to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none the Target specifically warrants that all underground storage tanks ("USTS") presently or previously located on the Real Estate at all times were in compliance in all material respects with the HSE Laws or that any violations have been properly corrected to the satisfaction of the Transferred Entities have any outstanding appropriate governmental authority, and further warrants that all USTs presently on the Real Estate are in reasonable compliance with the 1998 UST upgrade requirements. Except as disclosed on Schedule 2.26, ------------- there are no past or present events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent continued compliance in all material indemnification obligationrespects with, or which may give rise to any unresolved material enforcement action common law or statutory liability, or otherwise form the basis of any material claim, action, suit, notice of violation, proceeding, or hearing pursuant to the HSE Laws, nor has there been any Environmental Lawdistribution, including but not limited touse, treatment, storage, disposal, transport, handling, emission, discharge, release or threatened release into the environment of any investigationpollutant, cleanup, removal action, response action, remediationcontaminant, or corrective action obligation, relating hazardous or toxic material or waste with respect to the Business Real Property orTarget or its business. Except as disclosed on Schedule 2.26, the Target has ------------- received no notice of violation or the like or any complaint or other threat of any actions by any party related in any way to the Knowledge of SellersHSE laws. The Real Estate does not contain any asbestos, to any (i) formerly owned or operated propertyurea-formaldehyde, lead-based paint, or PCBs in any form. The Buyer will conduct a Phase I Environmental Site Assessment (ii"ESA") offsite disposal location. (f) None of the Transferred Entities has treatedReal Estate at the Buyer's expense not later than January 15, stored1998. The Buyer may, disposed of, arranged for or permitted at its option conduct a Phase II ESA on any item of concern noted in the disposal of, transported, handled, or released any Hazardous Material in Phase I ESA. Any material violation of any Environmental Lawsthe HSE Laws documented by the Phase II ESA but not reported by the Target on Schedule 2.26, shall be, at ------------- the Buyer's option, corrected to the satisfaction of the appropriate governmental authority by or at the cost of the Seller, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any corrected by the Buyer with the cost of correction deducted from the Transferred Entities under applicable Environmental Lawspurchase price hereunder. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a1) The Transferred Entities are Seller has complied and is in compliance in all material respects with all applicable federal and state environmental laws, rules and regulations ("Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations") applicable to its business. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e2) Without limiting the generality of the foregoing, none Seller has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the Transferred Entities have operation of its business. (3) Seller has not received any outstanding material indemnification obligationwritten or oral notice, report or other information regarding any actual or alleged violation of Environmental Laws, or any unresolved material enforcement action liabilities or liabilitypotential liabilities (whether accrued, pursuant absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f4) None of the Transferred Entities following exists at any property or facility owned or operated by Seller: (i) underground storage tanks, (ii) asbestos-containing material in any form or condition, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments, or disposal areas. (5) Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including"CERCLA"), but not limited tothe Solid Waste Disposal Act, as amended ("SWDA") or any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable other Environmental LawsLaw. (g6) To the Knowledge Seller has not, either expressly or by operation of Sellerslaw, neither this Agreement nor the consummation of the transactions contemplated hereby will result in assumed or undertaken any obligations liability, including without limitation any obligation for site investigation corrective or cleanupremedial action, or notification to or consent of any Governmental Entity other person relating to CERCLA, SWDA or third partiesany other Environmental Law. (7) No facts, events or conditions relating to the past or present facilities, properties or operations of Seller will prevent, hinder or limit continued compliance with CERCLA, SWDA or any other Environmental Law, give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to any Environmental Law, including without limitation any relating to onsite or offsite releases or threatened releases of the so-called “transaction-triggered” hazardous materials, substances or “responsible wastes, personal injury, property transfer” Environmental Lawsdamage or natural resources damage.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Acquired Companies are, and at all times have been, in full compliance with, and have not been and are not in compliance Contravention of or liable under, any Environmental Law or Occupational Safety and Health Law, except where failure to comply with, Contravention of or Liability under such Environmental Law or Occupational Safety and Health Law does not have, and is not reasonably likely to have, a Company Material Adverse Effect. None of the Acquired Companies has any basis to expect, nor has any of them or any other Person for whose conduct they are or may be held responsible received, any actual or threatened Order, notice or other communication from (i) any Governmental Body or other Person acting in all material respects the public interest, or (ii) the current or prior owner or operator of any Facility, of any actual or potential violation or failure to comply with all applicable any Environmental LawsLaw, including holding or of any actual or threatened obligation to undertake or bear the cost of any Environmental, Health and complying Safety Liabilities with respect to any Facility or other property or asset (whether real, personal or mixed) in all material respects which any of the Acquired Companies has had an interest, or with all permitsrespect to any property or Facility at or to which Hazardous Materials were generated, certificatesmanufactured, licensesrefined, approvalstransferred, registrations imported, used or processed by any of the Acquired Companies 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, except where such violation or failure to comply with any Environmental Law, or such obligation to undertake or bear the cost of any Environmental, Health and authorizations required under Environmental Laws for their operationsSafety Liabilities does not have, and is not reasonably likely to have, a Company Material Adverse Effect. (b) The Transferred Entities There are no pending or, to Company's Knowledge, threatened, claims, Encumbrances or other restrictions of any nature, resulting from any Environmental, Health and Safety Liabilities or arising under 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 Acquired Companies has or had an interest, except where such claims, Encumbrances or other restrictions, either individually or in the aggregate, do not have and are not subject reasonably likely to any pending Action or written notice from have a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawCompany Material Adverse Effect. (c) To the Company has no Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality basis to expect, nor has any of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, Acquired Companies or any unresolved material enforcement action other Person for whose conduct they are or liabilitymay be held responsible, pursuant to any Environmental Law, including but not limited toreceived, any investigationcitation, cleanupdirective, removal actioninquiry, response actionnotice, remediationOrder, summons, warning or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any other communication (i) formerly owned that relates to Hazardous Activity, Hazardous Materials or operated propertyany actual, alleged or potential Contravention of or failure to comply with any Environmental Law or Occupational Safety and Health Law, or (ii) offsite disposal location. of any actual, alleged 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 (fwhether real, personal or mixed) None in which any of the Transferred Entities has Acquired Companies 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 Acquired Companies, or any other Person for whose conduct they are or may be held responsible, have been transported, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, transferred, disposed, recycled or released received, except for any Hazardous such matters as do not and are not reasonably likely to have a Company Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental LawsAdverse Effect. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities are Seller is in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsexcept as would not have a Material Adverse Effect. (b) The Transferred Entities Within the last three (3) years, Seller has not received any written notice, report or other information alleging, and to Seller’s Knowledge there are not subject to any pending Action or written notice from no conditions that constitute, a Governmental Entity alleging that the Transferred Entities are in Raccoon APA DOCSNY1:1172777.5 12115-16 RM9/RM9 violation ofof Environmental Laws, or have liability underany liabilities or potential liabilities (whether accrued, any absolute, contingent, unliquidated or otherwise) relating to the Project arising under Environmental LawLaws, except as disclosed on Schedule 4.20(b). (c) To Except as disclosed on Schedule 4.20(c), Seller has not caused or allowed the Knowledge generation, treatment, manufacture, processing, distribution, use, storage, disposal, Release, transport or handling of Sellers, there has been no Release of any Hazardous Materials Substances at any Business Real Property of the Purchased Assets that has resulted in (i) an amountinvestigation or cleanup required under Environmental Laws or (ii) a violation of any Environmental Law, manner or condition that except, in each case, as would not reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Lawshave a Material Adverse Effect. (d) Sellers have made available There are no pending or, to Purchasers copies of all material written environmental assessmentsSeller’s Knowledge, audits, and reports in their possession and relating threatened actions with respect to the Business Purchased Assets alleging or concerning any violation of or responsibility or liability under any Environmental Law or the Release, threatened Release or presence of any Hazardous Substances at, on, beneath, to, from or in the indoor or outdoor environment at any of the Purchased Assets or any Business Real Propertyoff-site location (including soil sediment, surface water, groundwater, air or any component of a structure), except as would not have a Material Adverse Effect. (e) Without limiting Seller holds all material Governmental Approvals from all Governmental Authorities under all Environmental Laws required for the generality Project and the Purchased Assets and is in compliance with all such Governmental Approvals (except for such noncompliance as would not have a Material Adverse Effect), all of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property which are listed on Schedule 4.20(e). There are no pending or, to the Knowledge Seller’s Knowledge, threatened actions seeking to modify, revoke or deny renewal of Sellersany such Governmental Approvals, to any (i) formerly owned or operated property, or (ii) offsite disposal locationexcept as disclosed on Schedule 4.20(e). (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to Notwithstanding any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellersrepresentations and warranties contained elsewhere in this Agreement, neither this Agreement nor the consummation of the transactions contemplated hereby will result all matters relating in any obligations for site investigation way to compliance with or cleanup, liability under or notification to or consent of in connection with any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” representations and warranties regarding Environmental LawsLaws and related matters shall be governed exclusively by this Section 4.20.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 4.22.1 Each of the Sellers Disclosure Letter: (a) The Transferred Entities are Company and its Affiliates has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying in Safety Requirements, including, without limitation, all material respects with Licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of its business. A list of all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationssuch Licenses is set forth on Schedule 4.22. (b) The Transferred Entities are not subject to 4.22.2 Neither the Company nor AIM has received any pending Action written or written notice from a Governmental Entity alleging that the Transferred Entities are in violation oforal notice, report, or have liability underother information regarding any actual or alleged material violation of Environmental, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, auditsHealth, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligationSafety Requirements, or any unresolved material enforcement action Liabilities or liability, pursuant to any Environmental Lawpotential material Liabilities, including but not limited toany material investigatory, any investigation, cleanup, removal action, response action, remediationremedial, or corrective action obligationobligations, relating to the Business Real Property orit or its facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (f) None of 4.22.3 Neither the Transferred Entities Company nor AIM has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or that would reasonably be expected anticipated to result in material liability (includinggive rise to Liabilities, but not limited toincluding any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, or any material obligation to conduct an investigationinvestigatory, cleanup, removal action, response action, remediation remedial or corrective action) obligations, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended or any of the Transferred Entities under applicable Environmental Lawsother Environmental, Health, and Safety Requirements. (g) To the Knowledge of Sellers, neither 4.22.4 Neither this Agreement nor the consummation of the transactions contemplated hereby by this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health, and Safety Requirements. 4.22.5 The Seller and the Company have furnished to the Buyer all environmental audits, reports, and other material environmental documents relating to the Company’s or its Affiliates’ past or current properties, facilities or operations, which are in their possession or under their reasonable control.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of would not reasonably be expected to be material to the Sellers Disclosure LetterAcquired Companies taken as a whole: (a) The Transferred Entities Since the Relevant Company Acquisition Date, the Acquired Companies are and have been in compliance in all material respects with all applicable Environmental Laws and Health and Safety Laws. The Acquired Companies have obtained and since the Relevant Company Acquisition Date have been in compliance with, including holding all Environmental Permits and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations Governmental Authorizations that are required under pursuant to Environmental Laws and Health and Safety Laws for the occupation of their operationsfacilities and the operation of the Business and the production, manufacture, generation, importation, formulation, supply, distribution, offer for sale and sale of the Products. (b) The Transferred Entities are not Seller has delivered to the Purchaser or made available to the Purchaser true, correct and complete copies of all material (i) Environmental Permits of the Acquired Companies, (ii) Governmental Authorizations of the Acquired Companies required in relation to the Business pursuant to any Environmental Law and Health and Safety Law, (iii) Contracts pursuant to which any Acquired Company may be subject to the burden or have the benefit of any pending Action legally enforceable obligation concerning any matter pertaining to the Environment or the health, safety or welfare of any Person and (iv) environmental health and safety assessment or audit reports or other similar studies or analyses generated since the Relevant Company Acquisition Date and in the Seller’s or any Acquired Company’s possession that relate to the Assets, the Business or the Products. (c) Since the Relevant Company Acquisition Date, neither the Seller in connection with or relating to the Business nor any Acquired Company has received any notice, report or other written notice from a communication regarding (i) any actual, alleged or potential violation of, or failure to comply with, any Environmental Law or Health and Safety Law or any Environmental Permit or Governmental Entity alleging that Authorization pursuant to any Health and Safety Law or (ii) any Liability or potential Liability, including any investigatory, remedial or corrective obligation, relating to any Acquired Company or any Owned Real Property, Leased Real Property or other property or facility currently or previously owned, leased, or operated by any Acquired Company, or any Product currently or previously produced, imported, formulated, supplied, distributed, offered for sale or sold, arising under any Environmental Law or Health and Safety Law or with respect to any current or former employee of any Acquired Company in each case which has not or have not been resolved, to the Transferred Entities are extent required by Environmental Law, without any further Liability. (d) No Hazardous Material (i) is present in violation of, or have liability in a manner that would give rise to Liability under, any Environmental Law. (c) To the Knowledge of SellersLaw or any Health and Safety Law or any Environmental Permit or any Governmental Authorization pursuant to any Health and Safety Law at, there has been no Release of Hazardous Materials at on, under, or migrating from any Business Owned Real Property or Leased Real Property or any other property or facility currently owned, leased, operated or controlled by any Acquired Company or the Seller in an amount, manner connection with or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or (ii) was or is present in violation of, or in a manner that would give rise to Liability under, Environmental Law or any Health and Safety Law or any Environmental Permit or any Governmental Authorization pursuant to any Health and Safety Law at, on, under, or migrating from any property or facility that was previously owned, leased, operated or controlled by any Acquired Company or the Seller in connection with or relating to the Business Real Propertywith respect to conditions that (x) existed or occurred during the period from the Relevant Company Acquisition Date to the date that the Acquired Company or the Seller ceased to own, lease, operate or control such property or facility or (y) to Seller’s Knowledge, existed or occurred at any time prior to the Relevant Company Acquisition Date. (e) Without limiting Since the generality of the foregoingRelevant Company Acquisition Date, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities no Acquired Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, manufactured, distributed, exposed any Person to or released Released any Hazardous Material in material violation of any Environmental LawsMaterial, or owned or operated any property or facility in a manner that has given rise or would reasonably be expected give rise to result in material liability (including, but not limited to, any material Liability, including any Liability for fines, penalties, response costs, corrective costs, personal injury, property damage, natural resources damage or attorneys’ fees, pursuant to any Environmental Law or Health and Safety Law, in each case which has or have not been addressed to the extent required by Environmental Law and which have been fully resolved with no further Liability or obligations for such matter. (f) Since the Relevant Company Acquisition Date, neither Seller in connection with or relating to the Business nor any Acquired Company has, either expressly or by operation of Law, assumed, undertaken, provided an indemnity with respect or otherwise become subject to any material Liability, including any obligation to conduct an investigation, cleanup, removal for corrective or remedial action, response of any other Person relating to any Environmental Law or Health and Safety Law and none of the Seller or any Acquired Company has made, commenced or threatened in writing within the last five (5) years any claim, action, remediation suit, arbitration or corrective action) proceeding against any third party in respect of any actual or alleged damage to any of the Transferred Entities under applicable Environmental LawsEnvironment. (g) To Neither any Acquired Company nor any Owned Real Property or Leased Real Property or, to Seller’s Knowledge, any property that was previously owned, leased, operated or controlled by the Knowledge Seller in connection with or relating to the Business or by any Acquired Company is listed in any register of Sellers, neither this Agreement nor the consummation polluted or contaminated properties kept by a Governmental Authority. (h) Set forth in Section 3.11(h) of the transactions contemplated hereby will result in any obligations for site investigation or cleanupDisclosure Schedule is a true, or notification correct and complete list of, and the Seller has delivered to or consent of the Purchaser true, correct and complete copies of, all documents submitted to any Governmental Entity Authority and all other reports, assessments, opinions, analyses and investigations whether or third parties, pursuant not submitted to any of such court prepared in connection with the so-called “transaction-triggered” or “responsible property transfer” Disclosed Environmental LawsLitigation.

Environmental, Health and Safety Matters. Except as set forth Future Tech has complied and is in Section 3.18 of the Sellers Disclosure Letter:compliance with all Environmental, Health, and Safety Requirements. (a) The Transferred Entities are in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none Future Tech has obtained and complied with, and is in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements (as defined below) for the occupation of its facilities and the Transferred Entities have operation of its business; a list of all such permits, licenses and other authorizations is set forth on the attached Schedule 6.15. (b) Future Tech has not received any outstanding material indemnification obligationwritten or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action Liabilities or liabilitypotential Liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orit or its facilities arising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fc) None of the Transferred Entities following exists at any property or facility owned or operated by Future Tech: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (d) Future Tech has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result in material liability Liabilities, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including"CERCLA"), but not limited tothe Solid Waste Disposal Act, as amended ("SWDA") or any material obligation to conduct an investigationother Environmental, cleanupHealth, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawsand Safety Requirements. (ge) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements. (f) Future Tech has not either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) No facts, events or conditions relating to the past or present facilities, properties or operations of Future Tech will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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. (h) Environmental, Health, and Safety Requirements" shall mean for purposes of this Section 6.15 all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Almo and Sellers have complied and are in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying Safety Requirements except where the failure to comply does not result in all a material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsadverse effect on the Business. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, Almo and Sellers have obtained and complied with, and are in compliance with, all permits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements (as defined below) 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 the attached Schedule 3.15 except where the failure to comply does not result in a material adverse effect on the Business. (c) Almo and Sellers have not received any written or oral notice, report or other information regarding any actual or alleged violation of Environmental, Health, 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 any of them or its facilities arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Schedule 3.15, to Almo and the Sellers' knowledge, none of the Transferred Entities have following exists at any outstanding material indemnification obligation, property or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly facility owned or operated propertyby Almo or Sellers: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (ii4) offsite landfills, surface impoundments, or disposal locationareas. (fe) None of the Transferred Entities has Except as set forth on Schedule 3.15, Almo and Sellers have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any property or facility in a manner that has given or would reasonably be expected give rise to result in material liabilities, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (including"CERCLA"), but not limited tothe Solid Waste Disposal Act, as amended ("SWDA") or any material obligation to conduct an investigationother Environmental, cleanupHealth, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawsand Safety Requirements. (gf) To the Knowledge of Sellers, neither Neither this Agreement nor the consummation of the transactions contemplated hereby transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental Laws" Environmental, Health, and Safety Requirements. (g) Almo and Sellers have not either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (h) No facts, events or conditions involving Almo or the Sellers and relating to the past or present facilities, properties or operations of Almo or the Sellers will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, 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. (a) Environmental, Health, and Safety Requirements" shall mean for purposes of this Section 3.15 all federal, state, local and foreign statutes, regulations, ordinances and other provisions having the force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning public health and safety, worker health and safety, and pollution or protection of the environment, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control, or cleanup of any hazardous materials, substances or wastes, chemical substances or mixtures, pesticides, pollutants, contaminants, toxic chemicals, petroleum products or byproducts, asbestos, polychlorinated biphenyls, noise or radiation, each as amended and as now or hereafter in effect.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Company and the Subsidiaries are in compliance compliance, in all material respects respects, with all applicable Environmental Laws. There is no investigation, including holding and complying in all material respects with all permitssuit, certificatesclaim, licenses, approvals, registrations and authorizations required action or proceeding relating to or arising under Environmental Laws for their operations. (b) The Transferred Entities are not subject to any that is pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellersthe Company, threatened against the Company or any Subsidiary or relating to or involving the Business or any (i) formerly owned Real Property. To the Knowledge of the Company, the property leased or operated property, or (ii) offsite disposal location. (f) used by the Company and its Subsidiaries does not contain any Hazardous Materials. None of the Transferred Entities Company or its Subsidiaries has treatedreceived any written notice of or entered into or received any order, storedsettlement, disposed ofjudgment, arranged for injunction or permitted the disposal ofdecree involving uncompleted, transportedoutstanding or unresolved obligations, handled, liabilities or released any Hazardous Material in material violation of any Environmental Laws, requirements relating to or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities arising under applicable Environmental Laws. (gb) To the Knowledge of Sellersthe Company, neither this Agreement nor the consummation no portion of the transactions contemplated hereby will result in any obligations for site investigation Real Property has been used as a landfill or cleanupwaste disposal site. To the Knowledge of the Company, none of the buildings and improvements owned or utilized by the Company or a Subsidiary is constructed of, or notification contains as a component part thereof, any material that, either in its present form or as such material could reasonably be expected to change through aging and normal use and service, releases any substance, whether gaseous, liquid or consent solid, that is or may be, either in a single dose or through repeated and prolonged exposure, injurious or hazardous to the health of any individual who may from time to time be in or about such buildings or improvements. (c) Neither the Company nor any Subsidiary has received notice of actual or threatened liability under CERCLA or any similar foreign, state or local Law from any Governmental Entity or any third partiesparty and to the Company’s Knowledge, pursuant there is no fact or circumstance (including the management, handling or release of Hazardous Materials) that could form the basis for the assertion of any claim against the Company or any Subsidiary under any applicable Environmental Law, including CERCLA or any similar local, state or foreign Law with respect to any on-site or off-site location. (d) The Company has provided to the Purchaser true, correct and complete copies of any and all environmental assessments, and any and all audits conducted regarding any environmental or health and safety matter related to the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsReal Property, in each case where existing and in the Company’s possession.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Companies (i) are and at all times have been in compliance with all Environmental Laws, Occupational Safety and Health Laws and (ii) hold possession of all Permits necessary for the conduct of their business and are in compliance in all material respects with all applicable Environmental Lawsthe terms and conditions thereof, including holding except in each case (i) and complying (ii) where failure to do so would not (x) impair the ability of the Companies (taken as a whole) to operate in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsthe Ordinary Course of Business or (y) result in a Liability to the Companies (taken as a whole) in an amount greater than five percent (5%) of the consolidated assets of the Companies as reflected in the Financial Statements of the Companies as of the Balance Sheet Date. (b) The Transferred Entities are not subject to None of the Companies has received any pending Action inspection visit, written notice, report, or written notice other information regarding any actual or alleged violation of any Environmental Laws, Occupational Safety and Health Laws from a Governmental Entity alleging that Authority, including any investigatory, remedial, clean-up or corrective obligations relating to Contamination caused to the Transferred Entities Environment and attributable to the Companies; nor have the Companies been subject to fines or infractions for violations to Environmental Laws, Occupational Safety and Health Laws. The Companies are in violation of, not undertaking or have liability underplanned any investigation, remedial action or other works in respect to any Environmental LawHazardous Material present or allegedly present in soil, sub-soil, surface, water or ground water. (c) To The Companies have not received legal or administrative actions, threats to initiate any kind of procedure or possible lawsuit against the Knowledge of Sellers, there has been no Release of Hazardous Materials at Companies by neighbors or any Business Real Property in an amount, manner other individual or condition that would reasonably be expected group related to result in material liability to the Transferred Entities under applicable Environmental Lawsenvironmental conditions or Contamination. (d) Sellers The Companies have made available not generated, handled, treated, recycled, stored, transported, disposed of, arranged for the disposal of, released or placed any Hazardous Materials at any location in a manner reasonably likely to Purchasers copies of all material written environmental assessments, audits, and reports result in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to Contamination under any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge Law and that as a consequence may require of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has a Response Action. The Companies have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, generated, or released any Hazardous Material in material violation of any Environmental LawsMaterials within property or other property or facility currently or previously owned, leased, operated, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to controlled by any of the Transferred Entities under applicable Companies in compliance with Environmental LawsLaw. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities Company Parties and their predecessors and, with respect to the Business, Affiliates have complied, and are in compliance compliance, in all material respects with all applicable Environmental LawsEnvironmental, including holding Health and complying Safety Requirements. The Company Parties have not received in writing any notice, report or other information regarding any actual or alleged violation or breach of any Environmental, Health and Safety Requirement which either remains pending or unresolved, or is the source of ongoing obligations or requirements, as of the Closing Date, except as set forth on Section 4.1(i)(i) of the Disclosure Schedule. The Seller has furnished to Purchaser all material respects with all permits, certificates, licenses, approvals, registrations environmental audits and authorizations required under Environmental Laws for their operationsenvironmental reports that identify any liability to the Company Parties or the Business that are in the Company Parties’ or the Equityholders’ possession. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has following exists at any of the Leased Real Property: (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 Hazardous Substance disposal areas. The Company Parties have not unlawfully treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed or released any Hazardous Material in Substance. None of the Company Parties have received any written notice that any of the Leased Real Property is contaminated by any Hazardous Substance, which has or would reasonably be likely to give rise to any material violation Liabilities to the Business or the Company Parties pursuant to any Environmental, Health and Safety Requirements. The Company Parties have not assumed, undertaken or otherwise become subject to any material Liability, including any obligation for corrective or remedial action, of any Environmental Lawsother Person relating to Environmental, Health and Safety Requirements. (iii) Neither this Agreement nor any Related Agreement, nor the consummation of the transactions contemplated herein or in a manner that therein, would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity Authority or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsEnvironmental, Health and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 3.22: (a) The Transferred Entities are Each of the Acquired Companies (and to the Knowledge of the Company, each facility currently or formerly owned, leased or operated thereby) at all times has been and is in compliance in all material respects with all applicable Environmental Environmental, Health and Safety Laws, including holding except where the failure to so comply would not materially and complying adversely affect an Acquired Company. Each of the Acquired Companies holds and is in all material respects compliance with all permitsPermits required to be held by it under Environmental, certificatesHealth and Safety Laws or which relate to an Acquired Company’s manufacture, licensesgeneration, approvalsprocessing, registrations distribution, use, treatment, storage, disposal, release, remediation, clean-up, transport or handling of Materials of Environmental Concern, except where the failure to hold any such Permit or to comply with any such Permit would not reasonably be expected to materially and authorizations required under Environmental Laws for their operationsadversely affect the Acquired Companies as a whole. Set forth on Schedule 3.22 is a list of all such material Permits. (b) The Transferred Entities are not subject to any pending Action or To the Knowledge of the Company, none of the Acquired Companies has received written notice from a Governmental Entity alleging any third party, including any Authority, that the Transferred Entities are in violation ofany past or present conditions, circumstances, activities, practices, incidents or actions thereof, or have of any facility currently or formerly owned, leased or operated thereby: (i) may interfere with or prevent compliance or continued compliance by such Acquired Company with any Environmental, Health and Safety Laws; (ii) may give rise to any common law or legal liability underrelating to any Materials of Environmental Concern; (iii) may otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, study or investigation relating to any Materials of Environmental LawConcern or (iv) has been identified by the United States Environmental Protection Agency as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part 300 Appendix B, or with regard to any state law equivalent to CERCLA, except as would not reasonably be expected to materially and adversely affect the Acquired Companies as a whole. (c) To the Knowledge of Sellersthe Company, there none of the Acquired Companies or their predecessors has been no Release released, placed, spilled, or disposed, whether intentionally or unintentionally, any Materials of Hazardous Materials Environmental Concern at or from any Real Property, or any other facility formerly owned, leased or operated by any Acquired Company, or off-site at any Business Real Property in an amountfacility or property owned and/or operated by a third party, manner or condition that so as to create any liability for any Acquired Company under any Environmental, Health and Safety Laws, except as would not reasonably be expected to result in material liability to materially and adversely affect the Transferred Entities under applicable Environmental LawsAcquired Companies as a whole. (d) Sellers have made available to Purchasers copies of all material written environmental assessmentsThere is no civil, audits, and reports in their possession and relating to the Business criminal or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal administrative action, response actionsuit, remediationdemand, claim, hearing, notice or corrective action obligationdemand letter, relating to the Business Real Property notice of violation, request for information, investigation or proceeding pending or, to the Knowledge of Sellersthe Company, threatened in writing against any Acquired Company relating in any way to any Materials of Environmental Concern at any location (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None whether located on the facilities of the Transferred Entities has treatedAcquired Companies or off-site, stored, disposed of, arranged for and whether used currently or permitted in the disposal of, transported, handled, past) or released to any Hazardous Material in material violation of any Environmental LawsEnvironmental, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Health and Safety Laws. (ge) To All reports, correspondence from or with any Authority, investigations and audits that, to the Knowledge of Sellersthe Company, neither this Agreement nor exist (whether prepared for the consummation Seller, the Company, the Acquired Companies or for, by or at the request of any Authority) regarding environmental conditions, violations of any Environmental, Health and Safety Laws, and/or to Materials of Environmental Concern at any location (whether located on the facilities of the transactions contemplated hereby will result Acquired Companies or off-site, and whether used currently or in any obligations for site investigation or cleanup, or notification the past) have been supplied to or consent the Purchaser. This Section 3.22 contains the sole and exclusive representations and warranties of any Governmental Entity or third parties, pursuant the Company with respect to any of environmental, health and safety matters with respect to the so-called “transaction-triggered” or “responsible property transfer” Environmental Acquired Companies, including any arising under any Environmental, Health and Safety Laws.

Environmental, Health and Safety Matters. (a) The Seller has made available to the Purchasers all assessments, reports, studies, records and other documents related to (a) the environmental condition of all real estate currently or formally owned or leased by the Target Companies or used in the Business, (b) actual or potential environmental liabilities of the Target Companies and the Business, and (c) health and safety matters associated with the Target Companies and the Business (the Environmental Assessments), in each case to the extent such documents disclose a material Liability of the Target Companies or the Sellers (to the extent related to the Business). (b) The Target Companies and the Sellers (to the extent related to the Business) are in compliance, and since January 1, 2014 have been in compliance, in all material respects with all Environmental Applicable Laws applicable to the conduct and operation of the Business including as formerly and presently conducted and with regard to the occupancy or use of the Leased Property, as formerly or presently occupied. The Target Companies and the Sellers (to the extent related to the Business) possess all Permits required of the Target Companies and the Sellers under Environmental Applicable Laws to conduct the Business as presently conducted or to occupy the Leased Property as presently occupied. No Target Company or Seller has received any written notice stating that the conduct of the Business or the condition of any of the Leased Property is currently in violation of any Environmental Applicable Law, except for such violations as set forth in the Environmental Assessments. Except as set forth in the Environmental Assessments, no Proceeding is pending or, to the Sellers’ Knowledge, threatened against any Target Company or Seller (to the extent related to the Business) that alleges a violation by or material Liability on the part of such Target Company or Seller of any applicable Environmental Applicable Laws arising out of the operation of the Business. To the Seller’s Knowledge, there have been no Releases at or in the vicinity of any Leased Property or formerly leased property that would, individually or collectively, result in a material Liability for the Target Companies. (c) The Target Companies and the Sellers (to the extent related to the Business) have not disposed of any Hazardous Materials on any Leased Property currently or formerly leased by the Target Companies or the Sellers or at any other locations, in each case other than in compliance with Environmental Applicable Law. (d) Except as set forth in Section 3.18 4.18(d) of the Disclosure Schedules, there are no Hazardous Materials present at any Leased Property and neither the Target Companies nor the Sellers Disclosure Letter: (awith respect to the Business) The Transferred Entities are in compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (b) The Transferred Entities are not subject have exposed any Business Employee to any pending Action Hazardous Materials, in each case where such presence or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected exposure is likely to result in a material liability to for the Transferred Entities under applicable Environmental LawsTarget Companies. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (ai) The Transferred Entities are Each Seller and Seller Subsidiary is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying Safety Requirements, except for such non-compliance as would not, individually or in all material respects with all permitsthe aggregate, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationshave a Material Adverse Effect. (b) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (eii) Without limiting the generality of the foregoing, none each Seller and Seller Subsidiary has obtained, and is in compliance in all material respects with, all material permits, licenses and other authorizations that are required pursuant to applicable Environmental, Health, and Safety Requirements for the occupation of its facilities and the operation of the Transferred Entities Business as of the Closing Date, except for such failure to obtain or such non-compliance as would not, individually or in the aggregate, have a Material Adverse Effect; a list of all such material permits, licenses and other authorizations is set forth in §3(p)(ii) of the Disclosure Schedule. (iii) No Seller or Seller Subsidiary has received any outstanding written notice of any actual or alleged material indemnification obligationviolation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action liabilities or liabilitypotential material liabilities (whether accrued, pursuant to any Environmental Lawabsolute, contingent, unliquidated or otherwise), including but not limited toany material investigatory, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligationobligations, relating to the Business Real Property orarising under Environmental, to the Knowledge of SellersHealth, to any (i) formerly owned or operated property, or (ii) offsite disposal locationand Safety Requirements. (fiv) None of Except as would not, individually or in the Transferred Entities has aggregate, have a Material Adverse Effect, no Seller or Seller Subsidiary has, on any real property owned or occupied by the Sellers or the Seller Subsidiaries, treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of substance, including without limitation any Environmental Lawshazardous substance, or owned or operated any asset relating to the Business in a manner that has given or would reasonably be expected give rise to result in material liabilities, including liability (includingfor response costs, but not limited tocorrective action costs, any material obligation to conduct an investigationpersonal injury, cleanupproperty damage, removal action, response action, remediation natural resources damages or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third partiesattorney fees, pursuant to any Environmental, Health, and Safety Requirements. (v) Notwithstanding any other provision of this Agreement, the Buyer acknowledges that the representations and warranties in this §3(p) are the exclusive representations and warranties of the so-called “transaction-triggered” Sellers relating to compliance with, or “responsible property transfer” liabilities under, Environmental LawsHealth and Safety Requirements.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 on Schedule 3.10(a), (i) Seller and each of the Sellers Disclosure Letter: (a) The Transferred Entities its Subsidiaries have complied with, and are in compliance with, the Environmental, Health, and Safety Requirements, in all material respects with all applicable Environmental Lawsrespects, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations. (bii) The Transferred Entities are not subject to any pending Action or written notice from a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental Law. (c) To the Knowledge of Sellers, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without without limiting the generality of the foregoing, none Seller and each of its Subsidiaries have obtained and complied with, and are in compliance with, in all material respects, all permits, licenses and other authorizations that are required pursuant to the Transferred Entities have Environmental, Health, and Safety Requirements for the occupation of their facilities and the operation of their business, (iii) neither Seller nor any outstanding of its Subsidiaries has received any notice regarding any actual or alleged material indemnification obligationviolation of Environmental, Health, and Safety Requirements, or any unresolved material enforcement action Liability or liabilityLoss Contingency arising under the Environmental, pursuant to Health, and Safety Requirements (including any Environmental Lawinvestigatory, including but not limited to, any investigation, cleanup, removal action, response action, remediation, remedial or corrective action obligation, relating to the Business Real Property or, to the Knowledge obligations) (iv) neither Seller nor any of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of or owned or operated any Environmental Laws, property or facility (and no such property or facility is contaminated by any Hazardous Material) in a manner that would has given or reasonably could be expected to result in material liability (including, but not limited to, give rise to any material obligation Liability, including Liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to conduct an investigationthe Comprehensive Environmental Response, cleanupCompensation and Liability Act of 1980, removal actionas amended, response actionthe Solid Waste Disposal Act, remediation as amended, or corrective actionany other Environmental, Health, and Safety Requirements, and (vi) neither Seller nor any of its Subsidiaries has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to any material Liability of the Transferred Entities under applicable Environmental Lawsany other Person relating to Environmental, Health, and Safety Requirements. (gb) To There are no environmental investigations, studies, reviews, audits, tests or other analyses of environmental conditions conducted by or which are in the Knowledge possession, custody or control of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation Seller or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of its Subsidiaries relating to the so-called “transaction-triggered” operation of Seller's business or “responsible property transfer” Environmental Lawsany facility owned, leased or operated by Seller or any of its Subsidiaries, except as listed on Schedule 3.10(b), copies of which have been made available to Buyer, except for those identified as privileged on Schedule 3.10(b).

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letteron Schedule 4.25: (a) The Transferred Entities Company and its Subsidiaries are each in compliance in all material respects with all Environmental, Health and Safety Requirements in connection with the ownership, use, maintenance or operation of its business or assets or properties. As of the date hereof, there are no pending or any threatened allegations by any Person that the properties or assets of the Company or its Subsidiaries are not, or that their businesses have not been conducted, in material compliance with all Environmental, Health and Safety Requirements. The Company and its Subsidiaries have not assumed any material liability of any other Person under any Environmental, Health and Safety Requirement. To the knowledge of the Company, there are no circumstances related to the operation of the businesses or conditions related to the real properties owned or leased by the Company or its Subsidiaries which are reasonably likely to give rise to material liability under any applicable Environmental, Health and Safety Requirements. (b) There are no ongoing investigations, cleanups or other remediation activities being conducted by the Company or its Subsidiaries at any real property owned or leased by the Company or its Subsidiaries for the purpose of treating, abating, removing, containing or otherwise addressing any Hazardous Materials, and since January 1, 2018, none of the Company or its Subsidiaries have received any written notice, request for information or order from a Governmental Authority or third party alleging that any such investigation, cleanup or other remediation activity must be conducted. (c) None of the real properties owned or leased by the Company or its Subsidiaries are subject to any Lien (other than a Permitted Lien) in favor of any Governmental Authority for (i) liability under any Environmental, Health and Safety Requirements or (ii) costs incurred by a Governmental Authority in response to a Release or threatened Release of a Hazardous Material into the environment. (d) The Company or its Subsidiaries have obtained all material Permits under all Environmental, Health and Safety Requirements that are necessary to the operation of the Company’s or its Subsidiaries’ businesses as currently conducted and are in compliance in all material respects with all applicable Environmental Laws, including holding their terms and complying conditions and such material Permits are in all material respects with all permits, certificates, licenses, approvals, registrations full force and authorizations required under Environmental Laws for their operationseffect. (be) The Transferred Entities are not subject All material environmental audits, assessments, investigations or other analysis conducted by the Company or its Subsidiaries since January 1, 2018 with respect to any pending Action real property owned or written notice from a Governmental Entity alleging that leased by the Transferred Entities are in violation of, Company or its Subsidiaries have liability under, any Environmental Lawbeen made available to Buyer. (cf) To the Knowledge of Sellers, there There has been no Release of Hazardous Materials during the Company’s or its Subsidiaries’ occupancy at any Business Real Property in an amountreal property owned or leased by any of Company or its Subsidiaries, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws. (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge knowledge of Sellersthe Company, to any (i) formerly owned or operated emanating from such real property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Material in material violation of any Environmental Laws, or in a manner that would reasonably be expected required to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation be investigated or corrective action) to any of the Transferred Entities remediated under applicable Environmental LawsEnvironmental, Health and Safety Requirements. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental Laws.

Environmental, Health and Safety Matters. Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (a) The Transferred Entities Target Companies and Target Subsidiaries have complied, and are in compliance, with Environmental, Health, and Safety Requirements except for such non-compliance in all material respects with all applicable Environmental Laws, including holding and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsas would not reasonably be expected to have a Material Adverse Effect. (b) The Transferred Entities Target Companies and Target Subsidiaries have obtained and have complied, and are not subject in compliance, with all permits, licenses and other authorizations required for operation of the Business pursuant to any pending Action Environmental, Health, and Safety Requirements, except for such failure to obtain or written notice from comply as would not reasonably be expected to have a Governmental Entity alleging that the Transferred Entities are in violation of, or have liability under, any Environmental LawMaterial Adverse Effect. (c) To None of the Knowledge Target Companies or Target Subsidiaries have, within the past two (2) years, received any written notice regarding any actual or alleged violation of SellersEnvironmental, there has been no Release Health, and Safety Requirements, or any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of Hazardous Materials at the Target Companies or Target Subsidiaries or the Owned Real Property, the Leased Real Property, or any Business other real property currently owned or operated by the Target Companies or the Target Subsidiaries other than the Retained Real Property in an amount(the “Facilities”) arising under Environmental, manner or condition that Health, and Safety Requirements, the subject matter of which notice would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Lawshave a Material Adverse Effect. (d) Sellers have made available to Purchasers copies of all material written environmental assessmentsThere are no claims, auditsnotices, and reports in their possession and relating to the Business civil, criminal or any Business Real Property. (e) Without limiting the generality of the foregoingadministrative actions, none of the Transferred Entities have any outstanding material indemnification obligationsuits, hearings, investigations, inquiries, proceedings or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property liens pending or, to the Knowledge of Parent and the Sellers, threatened against the Target Companies or Target Subsidiaries alleging a violation of or liability under any Environmental, Health, and Safety Requirements and the subject matter of which would reasonably be expected to any have a Material Adverse Effect. (ie) formerly owned There is no contamination of soil or operated propertygroundwater by Hazardous Substances at, on, under, within or (ii) offsite disposal locationmigrating from, the Facilities, which contamination requires investigation, remediation or other response action pursuant to Environmental, Health, and Safety Requirements and which would reasonably be expected to have a Material Adverse Effect. (f) None With respect to the Facilities, none of the Transferred Entities Target Companies or Target Subsidiaries has treatedused any waste disposal site, stored, or otherwise disposed of, arranged for or permitted the disposal of, transported, handledor arranged for the transportation of, any Hazardous Substances to any place or location in violation of, or released reasonably likely to give rise to liability under, any Hazardous Material in material Environmental, Health, and Safety Requirements which violation of any Environmental Laws, or in a manner that liability would reasonably be expected to result in material liability (including, but not limited to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Lawshave a Material Adverse Effect. (g) To the Knowledge Parent has made available to Buyer true and complete copies of Sellersreports, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanupstudies, analyses, tests, or notification monitoring possessed by, or under the reasonable control of Parent pertaining to any Hazardous Substances at, on, under or consent within any Facilities, or any noncompliance by the Target Companies or the Target Subsidiaries with Environmental, Health, and Safety Requirements, sufficient to reasonably apprise Buyer of any Governmental Entity such Hazardous Substances or third parties, pursuant noncompliance which would reasonably be expected to have a Material Adverse Effect. (h) This Section 4.16 contains the sole and exclusive representations and warranties of Parent and the Sellers with respect to any of the so-called “transaction-triggered” environmental, health, or “responsible property transfer” Environmental Lawssafety matters, including without limitation any arising under any Environmental, Health, and Safety Requirements.

Environmental, Health and Safety Matters. Except as set forth in on Section 3.18 4.20 of the Sellers Disclosure LetterSchedule: (a) The Transferred Entities are Each Acquired Company is, and at all times in the three years immediately preceding the Closing has been, in material compliance with all applicable Environmental, Health and Safety Requirements; (b) Each Acquired Company has obtained, maintained, and is in compliance in all material respects with all applicable Environmental LawsPermits necessary for the ownership, including holding lease, operation or use of the Business or its assets, and complying all such Environmental Permits are in all material respects full force and effect in accordance with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operations.Law; (bc) The Transferred Entities are not No Acquired Company is subject to any pending or unresolved Action under Environmental, Health and Safety Requirements or has received any written notice from a Governmental Entity alleging that the Transferred Entities are in notice, report or other information regarding any actual or alleged material violation ofof Environmental, Health and Safety Requirements, or have liability underany material Liabilities or potential material Liabilities relating to such Acquired Company or its facilities arising under Environmental, any Environmental Law. (c) To the Knowledge of SellersHealth and Safety Requirements and, there has been no Release of Hazardous Materials at any Business Real Property in an amount, manner or condition that would reasonably be expected to result in material liability to the Transferred Entities under applicable Environmental Laws.Companies’ Knowledge, none of the foregoing is being threatened; (d) Sellers have made available to Purchasers copies of all material written environmental assessments, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities No Acquired Company has treated, handled, stored, generated, disposed of, arranged for or permitted the disposal to be disposed of, transported, handledreleased or threatened to be released, or released exposed any Person to, or to the Companies’ Knowledge, owned or operated any property or facility contaminated by, any Hazardous Material in material violation Materials, and to the Companies’ Knowledge there has been no release of Hazardous Materials, at or from any Environmental Lawsof the properties or facilities owned, leased or operated by the Acquired Companies in a condition or a manner or to a location that would could reasonably be expected to result give rise to material Liability to the Acquired Companies under any Environmental, Health and Safety Requirements; (e) No Acquired Company has designed, manufactured, marketed, sold, or distributed products or other items containing Hazardous Materials, in each case as has given or would give rise to material liability under any Environmental, Health and Safety Requirements; and (includingf) Neither Seller (with respect to the Business) nor the Acquired Companies has assumed, but not limited undertaken, provided an indemnity with respect to, or otherwise become subject to, any material obligation to conduct an investigation, cleanup, removal action, response action, remediation or corrective action) to any of the Transferred Entities under applicable Environmental Laws. (g) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent liability of any Governmental Entity other Person with respect to Environmental, Health and Safety Requirements or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental LawsHazardous Materials.

Environmental, Health and Safety Matters. (a) Except as set forth in Section 3.18 of the Sellers Disclosure Letter: (aSchedule 4.26(a) The Transferred Entities are which lists sites with on-going remediation activities, CFS has complied and is in compliance in all material respects with all applicable Environmental LawsEnvironmental, including holding Health, and complying in all material respects with all permits, certificates, licenses, approvals, registrations and authorizations required under Environmental Laws for their operationsSafety Requirements. (b) The Transferred Entities CFS has obtained, has complied with, and is in compliance with all Permits that are not subject required pursuant to any pending Action or written notice from a Governmental Entity alleging that Environmental, Health, and Safety Requirements for the Transferred Entities occupation of its facilities and the operation of its business. Except as set forth in Schedule 4.26(b), such Permits are in violation offull force and effect, or have liability underfree from Breach, any Environmental Lawand the Transactions will not adversely affect them. (c) To Except as set forth in Schedule 4.26(a) or (c), no Greinke Party has received any written or to the Knowledge of Sellersthe Greinke Parties oral notice, there has been no Release report or other information regarding any actual or alleged violation of Hazardous Materials at Environmental, Health, and Safety Requirements or any Business Real Property in an amountLiabilities, manner including any investigatory, remedial or condition that would reasonably be expected corrective Liabilities, relating to result in material liability to CFS or its facilities arising under Environmental, Health, and Safety Requirements within the Transferred Entities under applicable Environmental Lawspast five (5) years. (d) Sellers have made available to Purchasers copies of all material written environmental assessmentsCFS has not treated, audits, and reports in their possession and relating to the Business or any Business Real Property. (e) Without limiting the generality of the foregoing, none of the Transferred Entities have any outstanding material indemnification obligation, or any unresolved material enforcement action or liability, pursuant to any Environmental Law, including but not limited to, any investigation, cleanup, removal action, response action, remediation, or corrective action obligation, relating to the Business Real Property or, to the Knowledge of Sellers, to any (i) formerly owned or operated property, or (ii) offsite disposal location. (f) None of the Transferred Entities has treatedrecycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released Released any substance, including any Hazardous Material in material violation of any Environmental LawsMaterials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) in a manner that has given or would reasonably be expected give rise to result any Damages, including any Damages for response costs, corrective action costs, personal injury, property damage or natural resources damages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health, and Safety Requirements. For this section “Hazardous Materials” means any substance, pollutant, contaminant, material, or waste, or combination thereof, whether solid, liquid, or gaseous in material liability (includingnature, but not limited tosubject to regulation, any material obligation to conduct an investigation, cleanupcontrol, removal actionor remediation under any Environmental, response actionHealth, remediation or corrective action) to any and Safety Requirement, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Transferred Entities under applicable Environmental LawsSolid Waste Disposal Act, and the Resource Conservation and Recovery Act. (ge) To the Knowledge of Sellers, neither this Agreement nor the consummation of the transactions contemplated hereby The Transactions as they relate to CFS will not result in any obligations Liabilities for site investigation or cleanup, or notification to or consent require the Consent of any Governmental Entity or third partiesPerson, pursuant to any of the Environmental, Health, and Safety Requirements, including any so-called “transaction-triggered” or “responsible property transfer” Environmental Lawsrequirements. (f) Except as set forth on Schedule 4.26(f), CFS has not, either expressly or by operation of Law, assumed or undertaken any Liability, including any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (g) No facts, events or conditions relating to the past or present facilities, properties or operations of CFS will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any Damages or any other Liabilities under Environmental, Health, and Safety Requirements.