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

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries has complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements applicable to the Business. (b) Without limiting the generality of the foregoing, the Seller has obtained, has 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 the facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27. (c) The Seller 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 material investigatory, remedial or corrective obligations, relating to any of the facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none of the following exists at any property or facility operated by the Seller that is included in the Assets: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Laws, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (ai) Each of the Seller Target and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller has obtained, has compliedTarget and its Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities included in the Assets and the operation of the Businesstheir business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 4(z) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller Neither Target nor, to its Knowledge, its predecessors or Affiliates has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27To knowledge of Target, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, Neither Target nor, to the Knowledge of the Sellerits Knowledge, any of its predecessors has or Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None of the Seller Neither Target nor, to the Knowledge of the Sellerits Knowledge, its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any Liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of Target or, to its Knowledge, its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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.

Environmental, Health and Safety Matters. (a) Each of the Seller Company and its predecessors and Subsidiaries the Subsidiary has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, each of the Seller Company and the Subsidiary has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on in Section 4.26 of the Disclosure Schedule 4.27Schedule. (c) The Seller Neither the Company nor the Subsidiary has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in Company or the AssetsSubsidiary: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of Neither the Business, none of Company nor the Seller, nor, to the Knowledge of the Seller, any of its predecessors Subsidiary has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None Neither the Company nor the Subsidiary has, either expressly or by operation of the Seller norlaw, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Company or the Subsidiary will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) 3.22.1 Each of the Seller and Target, its Subsidiaries, its predecessors and Subsidiaries affiliates has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the Business. (b) Without limiting the generality Requirements. For purposes of the foregoingthis Agreement, the Seller has obtained, has 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 Requirements" shall mean all statutes, regulations, ordinances and other provisions having the occupation force or effect of law, all judicial and administrative orders and determinations, all contractual obligations and all law concerning public health and safety, worker health and safety, and pollution or protection of the facilities included 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 the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27effect. (c) The Seller 3.22.2 Neither Target, its Subsidiaries nor their respective predecessors or affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none 3.22.3 None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1a) underground storage tanks, (2b) asbestos-containing material in any friable and damaged form or condition, (3c) materials or equipment containing polychlorinated biphenyls, or (4d) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with 3.22.4 None of Target, its conduct of the BusinessSubsidiaries, none of the Seller, nor, to the Knowledge of the Seller, any of its or their respective predecessors or affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge 3.22.5 Neither Target, its Subsidiaries nor its predecessors or affiliates has, either expressly or by operation of the Sellerlaw, neither this Agreement nor the consummation assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of the transactions that are the subject of this Agreement will result in any material obligations for site investigation other person or cleanup, or notification entity relating to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None 3.22.6 To the best knowledge of Target and the Seller norShareholder, no facts, events or conditions relating to the Knowledge past or present facilities, properties or operations of the Sellereach of Target, its Subsidiaries, its and their respective predecessors has designedand affiliates will prevent, manufacturedhinder or limit continued compliance with Environmental, soldHealth, marketedand Safety Requirements, installedgive rise to any investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements, or distributed products give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or other items containing asbestos at any facility included in the Assetsotherwise) pursuant to Environmental, Health, and none Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of such entities is hazardous materials, substances or will become subject to any Asbestos Liabilitieswastes, in case other than in material compliance with applicable Lawpersonal injury, property damage or natural resources damage. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (a) Each of the Except as set forth on Schedule 4.27(a), Seller and its predecessors and Subsidiaries has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoingExcept as set forth on Schedule 4.27(b), the Seller has obtained, has complied, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the BusinessWater System; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.274.27(b). (c) The Seller has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities Liabilities or potential material liabilities Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.274.27(d), none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the BusinessExcept as set forth on Schedule 4.27(e), none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in so as to give rise to any current or future material compliance with applicable LawsLiabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ ' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the SellerExcept as set forth on Schedule 4.27(f), neither this Agreement nor the consummation of the transactions that are the subject of this Agreement Contemplated Transactions will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has not designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assetsasbestos, and none of such entities is are or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer Purchaser all environmental audits, reports reports, and other material environmental documents and correspondence from any Governmental Authority relating to Seller's or any of Seller's predecessor's past or current properties, facilities, or operations which are in the their possession or under the their reasonable control and any such environmental audits, reports, and other material environmental documents and correspondence that it has conducted, prepared or received during the last two (2) years. Schedule 4.27(h) lists each of Seller the environmental audits, reports, and other material environmental documents that relate have been delivered to any facility included in the AssetsPurchaser.

Environmental, Health and Safety Matters. (ai) Each of the Seller Target, and its their respective predecessors and Subsidiaries Affiliates has complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller each Target, and their respective Affiliates, has obtained, has complied, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the attached “Environmental and Safety Permits Schedule.” (ciii) The Seller No Target, or their respective Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, the attached “Environmental and Safety Matters Schedule,” none of the following exists at any property or facility owned or operated by the Seller that is included in the Assetsany Target: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, No Target or any of its their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in a manner that has given or would give rise to material compliance with applicable Lawsliabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (ai) Each of the Seller Target and its predecessors and Subsidiaries Affiliates has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, each of the Seller Target and its Affiliates has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Business; its business and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the attached "Environmental and Safety Permits Schedule." (ciii) The Seller Neither the Target nor its predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Target or its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None Neither the Target nor any of the Seller nor, to the Knowledge of the Seller, its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Target or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) Each of the Seller and its predecessors and Subsidiaries Affiliates has complied and are is in compliance, in each case in compliance with all material respects, with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the each of Seller and its predecessors and Affiliates has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 3.23(b) of the Disclosure Schedule 4.27Schedule. (c) The Neither Seller has not nor any of its predecessors or Affiliates have received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the facilities included in the Acquired Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility operated by the Seller that is included in the Acquired Assets: (1i) underground storage tanks, ; (2ii) asbestos-containing material in any friable and damaged form or condition, ; (3iii) materials or equipment containing polychlorinated biphenyls, ; or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, Neither Seller nor any of its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of contemplated by this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies Governmental Bodies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents relating to their or their predecessors’ or Affiliates’ past or current properties, facilities, or operations that are in the their possession or under the their reasonable control of Seller that relate to any facility included in the Assetscontrol.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries has complied and are is in compliance, in each case in all material respects, compliance with all Environmentalfederal and state environmental laws, Health, rules and Safety Requirements regulations (“Environmental Laws”) applicable to the Business. (b) . Without limiting the generality of the foregoing, the Seller has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements Environmental Laws for the occupation of the its facilities included in the Assets and the operation of the its Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27. (c) The . Seller has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety RequirementsEnvironmental Laws, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none any Environmental Laws. None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors . Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety RequirementsEnvironmental Laws. (f) To the Knowledge of the Seller, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries The Company has complied and are is in compliance, in each case in all material respects, compliance with all Environmentalenvironmental, Healthhealth, and Safety Requirements applicable to the Businesssafety requirements. (b) Without limiting the generality of the foregoing, the Seller Company has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmentalenvironmental, Healthhealth, and Safety Requirements safety requirements for the occupation of the its facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27its business. (c) The Seller Company has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmentalenvironmental, Healthhealth, and Safety Requirementssafety requirements, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the it or its facilities included in the Assets arising under Environmentalenvironmental, Healthhealth, and Safety Requirementssafety requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsCompany: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors The Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmentalenvironmental, Health, health and Safety Requirementssafety requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental" environmental, Healthhealth, and Safety Requirementssafety requirements. (g) None The Company has not either expressly or by operation of the Seller norlaw, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other person relating to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, environmental health and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Lawsafety requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Company will prevent, hinder or limit continued compliance with environmental, health, and other material environmental documents in the possession or under the reasonable control of Seller that relate safety requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) Each of the Seller and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the each of Seller and its Affiliates has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on the attached Section 4.20 of the Disclosure Schedule 4.27Schedule. (c) The Neither Seller nor its predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Neither Seller nor its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to Massachusetts General Laws, Chapter 21E, as amended, and the regulations thereunder, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement contemplated hereunder will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None Neither Seller nor any of the Seller nor, to the Knowledge of the Seller, its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports and other material environmental documents in the possession properties or under the reasonable control operations of Seller that relate or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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.

Environmental, Health and Safety Matters. (ai) Each of the Seller PRCI and its respective predecessors and Subsidiaries has have at all times complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller PRCI has obtained, has compliedobtained and at all times complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on §3(n)(ii) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller has not PRCI, nor its respective predecessors, have received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility operated the Property owned by the Seller that is included in the AssetsPRCI: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, (4) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx, or (45) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the BusinessNeither PRCI, none of the Seller, nor, to the Knowledge of the Seller, any of nor its predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None of the Seller norNeither PRCI, to the Knowledge of the Seller, nor its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assetsasbestos, and none of such entities is or will become subject to any Asbestos LiabilitiesLiabilities with respect to the presence of asbestos in any product or item or in or upon any property, in case other than in material compliance with applicable Lawpremises, or facility. (hviii) The Seller PRCI has not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (ix) No facts, events, or conditions relating to the past or present facilities, properties, or operations of PRCI, or any of its predecessors 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 on-site or off-site releases or threatened releases of, or exposure to, hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (x) PRCI has furnished or made available to the Buyer Titan all environmental audits, reports reports, and other material environmental documents relating to their or their predecessors’ past or current properties, facilities, or operations that are in the possession their possession, custody, or under the their reasonable control of Seller that relate to any facility included in the Assetscontrol.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries 4.26.1 Bearings Company has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, Health and Safety Requirements applicable to the BusinessRequirements. (b) 4.26.2 Without limiting the generality of the foregoing, the Seller Bearings Company has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, Health and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Business; and a its business. A list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27Exhibit "I" attached hereto. (c) The Seller 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 material violation of any Environmental, Health, Health and Safety Requirements, or any material liabilities Liabilities or potential material liabilities Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the Bearings Company or its facilities included in the Assets arising under any Environmental, Health, Health and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.274.26.4 To the Knowledge of AVS, none of the following exists at any property or facility owned, leased or operated by the Seller that is included in the AssetsBearings Company: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, impoundments or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to 4.26.5 To the Knowledge of the SellerAVS, any of its predecessors Bearings Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, handled or released any substance, including without limitation any hazardous substance, or owned owned, leased or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to any Liability to Bearings Company, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, HealthHealth 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 Response, Compensation and Liability Act of 1980, as amended, the Solid Waste Disposal Act, as amended, or any other Environmental, Health and Safety Requirements. (f) 4.26.6 To the Knowledge of the SellerAVS, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, Health and Safety Requirements. (g) None of the Seller nor, to 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 SellerKnowledge 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 predecessors has designedAffiliates will prevent, manufacturedhinder or limit continued compliance with any Environmental, soldHealth and Safety Requirements, marketedgive rise to any investigatory, installedremedial or corrective obligations with respect to Bearings Company pursuant to any Environmental, Health and Safety Requirements, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject give rise to any Asbestos Liabilitiesother Liability (whether accrued, in case other than in material compliance with applicable Law. (habsolute, contingent, unliquidated or otherwise) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate pursuant to any facility included in the AssetsEnvironmental, 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. (ai) Each of the Seller and its predecessors and Subsidiaries Sellers has complied and are is in compliance, in each case compliance in all material respects, respects with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, each of the Seller has obtained, has compliedSellers have obtained and complied with, and is in compliance with, in each case in all material respectsrespects with, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the its Business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 3(t) of the Disclosure Schedule 4.27Schedule. (ciii) The No Seller has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27To the Knowledge of Sellers, none of the following exists at any property or facility owned or operated by the Seller that is included in the Assetsany Seller: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors No Seller has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies Governmental Authorities or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None No Seller has, either expressly or by operation of the Seller norlaw, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (ai) Each of the Seller Sellers, and its predecessors and Subsidiaries has their Affiliates, have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the each Seller has obtained, has complied, and is in compliance with, in each case in with all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on §3(y)(ii) of the Disclosure Schedule 4.27Schedule. (ciii) The No Seller has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on §3(y)(iv) of the Disclosure Schedule 4.27Schedule, to the Knowledge of Sellers none of the following exists at any property or facility owned or operated by the Seller that is included in the Assetsany Seller: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors No Seller has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (a) Each of the Except as set forth in Disclosure Schedule 3.26(a), Seller and its predecessors predecessors, if any, and Subsidiaries Affiliates has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without Except as set forth in Disclosure Schedule 3.26(b), without limiting the generality of the foregoing, the Seller has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Business; and a its business. A complete list of all such material Permitspermits, licenses and other authorizations is set forth on in Disclosure Schedule 4.273.26(b). (c) The Except as set forth in Disclosure Schedule 3.26(c), neither Seller nor its predecessors, if any, or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the BusinessExcept as set forth in Disclosure Schedule 3.26(e), none of the SellerSeller or its predecessors, norif any, to the Knowledge of the Seller, any of its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Laws, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.released

Environmental, Health and Safety Matters. (ai) Each of the The Seller and its predecessors and Subsidiaries has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to Requirements, except for such noncompliance which would not, individually or in the Businessaggregate, have a Material Adverse Effect. (bii) Without limiting the generality of the foregoing, the Seller has obtained, has complied, and is in compliance with, in each case in with all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the attached "Environmental and Safety Permits Schedule", except for such noncompliance which would not, individually or in the aggregate, have a Material Adverse Effect. (ciii) The Seller has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the it or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27To the Knowledge of the Seller, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1) underground storage tanks, ; (2) asbestos-containing material in any friable and damaged form or condition, ; (3) materials or equipment containing polychlorinated biphenyls, ; or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors The Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA"), or any other Environmental, Health, and Safety Requirements, except for such Liabilities which would not, individually or in the aggregate, have a Material Adverse Effect. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None of the The Seller norhas not, either expressly or, to the Knowledge of the Seller, its predecessors has designedby operation of law, manufacturedassumed or undertaken any Liability, soldincluding without limitation any obligation for corrective or remedial action, marketedof any other Person relating to Environmental, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished To the Knowledge of the Seller, no facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports 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 material environmental documents 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 possession or under the reasonable control of Seller that relate to any facility included in the Assetsaggregate, have a Material Adverse Effect.

Environmental, Health and Safety Matters. (a) Each of Acquired Company is, and for the Seller and its predecessors and Subsidiaries last five years has complied and are in compliancebeen, in each case compliance in all material respects, respects with all Environmental, Healthall, and not subject to any material Liability under any, Environmental Laws and Occupational Safety Requirements applicable to the Business. (b) and Health Laws. Without limiting the generality of the foregoing, the Seller has obtained, has complied, each Acquired Company and is in compliance with, in each case its respective Affiliates have obtained and complied in all material respects, respects with all material Permits, licenses and other authorizations Governmental Authorizations that are required pursuant to Environmental, Health, Environmental Laws and Occupational Safety Requirements and Health Laws for the occupation of the their facilities included in the Assets and the operation of the Business; their businesses. An accurate and a complete list of all such material Permits, licenses and other authorizations Governmental Authorizations is set forth on in Section 3.18(a) of the Company Disclosure Schedule 4.27Schedule. (b) No Acquired Company has received any notice, report or other written communication or information regarding: (i) any actual, alleged or potential material violation of, or failure to comply in any material respect with, any Environmental Law or Occupational Safety and Health Law; or (ii) any material Liability or potential material Liability, including any investigatory, remedial or corrective obligation, relating to any Acquired Company or any Leased Real Property or other property or facility currently or previously owned, leased, operated or controlled by any Acquired Company arising under any Environmental Law or Occupational Safety and Health Law. (c) The Seller To the Knowledge of the Company, no Hazardous Material, contamination, landfill, surface impoundment, disposal area or underground storage tank is present or has not received ever been present at any written notice, report Leased Real Property or other information regarding real property or facility currently owned or leased by 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 material investigatory, remedial or corrective obligations, relating to any of the facilities included in the Assets arising under Environmental, Health, and Safety RequirementsAcquired Company. (d) Except as set forth on Disclosure Schedule 4.27, none of the following exists at any property or facility operated by the Seller that is included in the Assets: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors No Acquired Company has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, handled or released any substance, including without limitation any hazardous substanceHazardous Material, or owned or operated any property or facility (and no such property or facility is contaminated by facility, in a manner that has given rise to any such substance) other than in material compliance with applicable LawsLiability, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages damage or attorneys’ ' fees, pursuant to the Comprehensive any Environmental ResponseLaw or Occupational Safety and Health Law. (e) No Acquired Company has, Compensation and Liability Act either expressly or by operation of 1980law, as amended (“CERCLA”) assumed or the Solid Waste Disposal Actundertaken any material Liability, as amended including any obligation for corrective or remedial action, of any other Environmental, Health, and Safety RequirementsPerson relating to any Environmental Law. (f) To the Knowledge of the SellerCompany, neither no event or circumstance relating to the operations of, or the properties or facilities currently owned or leased by, any Acquired Company is reasonably likely: (i) to prevent, hinder or limit continued compliance in all material respects with any Environmental Law or Occupational Safety and Health Law; (ii) to give rise to any investigatory, remedial or corrective obligations pursuant to any Environmental Law or Occupational Safety and Health Law that may be material to the Acquired Companies; or (iii) to give rise to any other material Liability pursuant to any Environmental Law or Occupational Safety and Health Law, including any material Liability relating to onsite or offsite releases of Hazardous Materials, personal injury, property damage or natural resources damage. (g) Section 3.18(g) of the Company Disclosure Schedule sets forth an accurate and complete list of, and the Company has delivered or made available to the Purchaser and the Parent accurate and complete copies of, all environmental reports, investigations and audits possessed or initiated by any Acquired Company that were obtained from, or conducted by or on behalf of any Acquired Company, any Governmental Authority or any other third party during the past five years and relating to properties and facilities currently or previously owned, leased, operated or controlled by any Acquired Company. (h) Neither this Agreement Agreement, nor the consummation of any of the transactions that are the subject of contemplated by this Agreement Agreement, will result in in: (i) any material obligations obligation for site investigation investigation, cleanup or cleanup, or remediation pursuant to any applicable Environmental Laws; or (ii) any notification to or consent of government agencies any Governmental Authority or other third parties, party pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirementsapplicable Environmental Laws. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries CET-SC has complied and are is in compliance, in each case in all material respects, compliance with all Environmentalfederal and state environmental laws, Health, rules and Safety Requirements regulations ("Environmental Laws") applicable to CET-SC, the Business, Assets and the real property where the Terminal (as defined herein) and related facilities are located. (b) Without limiting the generality of the foregoing, the Seller CET-SC has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements Environmental Laws for the occupation of the facilities included in the Assets and its facilities, the operation of its Business and the Business; Terminal, and a list the ownership of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the Assets. (c) The Seller CET-SC has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety RequirementsEnvironmental Laws, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of its facilities, the facilities included in Terminal, the Business or the Assets arising under Environmental, Health, and Safety Requirementsany Environmental Law. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility facility, including the Terminal, owned or operated by the Seller that is included in the AssetsCET-SC: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors CET-SC has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility facility, including the Terminal (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety RequirementsEnvironmental Law. (f) To No facts, events or conditions relating to the Knowledge past or present facilities, properties or operations of CET-SC, including the SellerTerminal, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in prevent hinder or limit continued compliance with CERCLA, SWDA or any material other Environmental Law, give rise to any investigatory, remedial or corrective obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installedEnvironmental Law, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject give rise to any Asbestos Liabilitiesother liabilities (whether accrued, in case other than in material compliance with applicable Law. (habsolute, contingent, unliquidated or otherwise) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate pursuant to any facility included in the AssetsEnvironmental Law, 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. (a) Each of the Seller and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedand its predecessors and Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure the Schedule 4.273.25(b). (c) The Neither Seller nor its predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by Seller or used or held for use in connection with the Seller that is included in the AssetsBusiness: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Neither Seller nor its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Neither Seller nor, to the Knowledge of the Seller, nor its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Seller or its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) Each of the Seller Diagnostics, its Subsidiaries, and its their respective predecessors and Subsidiaries has has, in a material respect, complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessEnvironmental Laws. (b) Without limiting the generality of the foregoingSection 4.22(a), the Seller each of -------------- Diagnostics, its Subsidiaries has obtained, has compliedcomplied with, and is in compliance with, in each case in with all material respects, all material Permits, licenses Licenses and other material authorizations that are required pursuant to Environmental, Health, and Safety Requirements Environmental Laws for the occupation of the its facilities included in the Assets and the operation of the Business; and a its business. A list of all such material Permits, licenses Licenses and other authorizations is set forth on Disclosure in Schedule 4.27.4.22(b). --------------- (c) The Seller Except as set forth on Schedule 4.22(c), neither Diagnostics, --------------- its Subsidiaries, nor any of their respective predecessors has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety RequirementsEnvironmental Laws, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), Liabilities including any material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety RequirementsEnvironmental Laws. (d) Except as set forth on Disclosure Schedule 4.274.22(d), none of the following --------------- exists at any property or facility owned or operated by the Seller that is included in the AssetsDiagnostics or its Subsidiaries: (1i) underground storage tanks, (2ii) asbestos-asbestos containing material in any friable and damaged form or conditioncondition (except as permitted by and in accordance with Law), (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with None of Diagnostics, its conduct of the BusinessSubsidiaries, none of the Seller, nor, to the Knowledge of the Seller, any of its or their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety RequirementsEnvironmental Laws. (f) To the Knowledge of the SellerIVAX and Diagnostics, neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent Consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” Environmental, Health, and Safety Requirements" Environmental Laws. (g) None of the Seller nor, to the Knowledge of the SellerNeither Diagnostics, its Subsidiaries, nor any of their respective predecessors has designedhas, manufacturedeither expressly or by operation of Law, soldassumed or undertaken any Liability, marketedincluding any obligation for corrective or remedial action, installed, or distributed products or of any other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject Person relating to any Asbestos Liabilities, in case other than in material compliance with applicable LawEnvironmental Laws. (h) The Seller has furnished Except as set forth in Schedule 4.22(h), no facts, events or made available --------------- conditions relating to the Buyer all environmental auditspast or present facilities, reports and other material environmental documents in the possession properties or under the reasonable control operations of Seller that relate Diagnostics, its Subsidiaries, or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental Laws, give rise to any facility included in the Assetsinvestigatory, remedial or corrective obligations pursuant to Environmental Laws, or give rise to any other Liabilities pursuant to Environmental Laws, 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. (ai) Each of the Seller and its predecessors and Subsidiaries To Target's Knowledge, Target has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller each of Target and its Affiliates has obtained, has compliedobtained and materially complied with, and is in material compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure the attached Environmental and Safety Permits Schedule 4.273(t)(ii). (ciii) The Seller Target has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27To Target's Knowledge, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the BusinessTo Target's Knowledge, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Target has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the SellerTarget's Knowledge, neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None To Target's Knowledge, Target has not, either expressly or by operation of the Seller norlaw, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished To Target's Knowledge, no facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of Target will prevent, or materially limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (aA) Each of the Seller MM&S and its predecessors and Subsidiaries Affiliates has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bB) Without limiting the generality of the foregoing, the Seller has obtained, has compliedMM&S and its Affiliates have obtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations authoriza­tions that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the attached "Environmental and Safety Permits Schedule." (cC) The Seller Neither MM&S nor its predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (dD) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsMM&S: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (eE) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of MM&S or its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fF) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gG) None Neither MM&S nor any of the Seller nor, to the Knowledge of the Seller, its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any Liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hH) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of MM&S or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) Each of the Seller and its predecessors and Subsidiaries has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of its facilities (including but not limited to the facilities included in the Assets Commerce City Facilities) and the operation of the its Business; and a list of all such material Permits, licenses and other authorizations Governmental Authorizations is set forth on Disclosure Schedule 4.27SCHEDULE 3.27(b). (c) The Seller has not received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the Seller or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27To the Knowledge of Seller, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSeller: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Neither Seller nor its predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ ' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither this Agreement Neither Seller nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assetsasbestos, and none of such entities is or will become subject to any Asbestos Liabilities. (g) Neither Seller nor its predecessors or Affiliates has assumed, in case undertaken or otherwise become subject to any Liability, including without limitation any obligation for corrective or remedial action, of any other than in material compliance with applicable LawPerson relating to Environmental, Health, and Safety Requirements. (h) The To Seller's Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of Seller, its former Subsidiaries, or any of their respective predecessors or Affiliates will give rise to any Liabilities pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to on-site or off-site releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (i) Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents relating to its predecessors' or Affiliates' past or current properties, facilities, or operations that are in the its possession or under the reasonable control of Seller that relate to any facility included in the Assetsits control.

Environmental, Health and Safety Matters. Except as otherwise set forth in the Equity One Disclosure Schedule or the Equity One Public Filings, and except as would not be reasonably expected to cause a Material Adverse Effect on Equity One: (a) Each of the Seller and its predecessors and Subsidiaries has The Equity One Companies have complied and are in compliance, in each case in all material respects, compliance with all applicable Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedEquity One Companies have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the use and occupation of the facilities included in the Assets their properties and the operation of the Businessfacilities; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 4.24(b) of the Equity One Disclosure Schedule 4.27Schedule. (c) The Seller None of the Equity One Companies 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 Liabilities or potential material liabilities Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the it or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsEquity One Companies: (1l) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Equity One Companies has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or could reasonably be expected to give rise to liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other applicable Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will Transaction result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Seller norEquity One Companies has, either expressly or by operation of law, assumed or undertaken any liability, including without limitation any obligation for any assessment, corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer past or present facilities, properties or operations of the Equity One Companies will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements in all environmental auditsmaterial respects, reports give rise to any material investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements (whether on-site or off-site), or give rise to any other material environmental documents in the possession liabilities (whether accrued, absolute, contingent, unliquidated or under the reasonable control otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of Seller that relate to any facility included in the Assetshazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries The Company has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller The Company has obtained, has compliedcomplied with, and is in compliance with, in each case in with all material respects, all material Permits, licenses and other authorizations Permits that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Business; and a its business. A list of all such material Permits, licenses and other authorizations Permits is set forth on Disclosure in Schedule 4.274.26(b). Except as set forth in Schedule 4.26(b), such Permits are in full force and effect, free from Breach, and the Transactions will not adversely affect them. (c) The Seller Company has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, Requirements or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial remedial, or corrective obligationsLiabilities, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth listed on Disclosure Schedule 4.274.26(d), none of the following exists at any property or facility currently or previously owned or operated (whether by fee interest, leasehold interest, or otherwise) by the Seller that is included in the AssetsCompany: (1i) underground under or above-ground storage tanks, (2ii) asbestos-asbestos containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the BusinessThe Company has not treated, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors has treatedrecycled, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released Released any substance, including without limitation any hazardous substanceHazardous Materials, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to any Damages, including any material liability Damages for fines, penalties, response costs, corrective action costs, personal injury, property damage, or natural resources damages or attorneys’ feesdamages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended 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 nature, subject to regulation, investigation, control, or remediation under any Environmental, Health, and Safety Requirement, including the Comprehensive Environmental Response, Compensation and Liability Act, the Solid Waste Disposal Act, and the Resource Conservation and Recovery Act. (f) To the Knowledge of the Seller, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement The Transactions will not result in any material obligations Liabilities for site investigation or cleanup, or notification to or consent require the Consent of government agencies or third partiesany Person, pursuant to any of the Environmental, Health, and Safety Requirements including any so-called “"transaction-triggered” " or “"responsible property transfer” " requirements. (g) The 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 Environmental, Health, and Safety Requirements. (gh) None No facts, events or conditions relating to the past or present facilities, properties or operations of the Seller norCompany will prevent, to the Knowledge of the Sellerhinder or limit continued compliance with Environmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject Safety Requirements, give rise to any Asbestos LiabilitiesDamages or any other Liabilities under Environmental, in case other than in material compliance with applicable LawHealth, and Safety Requirements. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (aExcept as set forth on Section 4(z) Each of the Seller Disclosure Schedule: (i) Target and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller has obtained, has compliedTarget and its Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities included in the Assets and the operation of the Businesstheir business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 4(z)(ii) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller Neither Target nor its predecessors or Affiliates has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Neither Target nor its predecessors has or Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None of the Seller nor, to the Knowledge of the Seller, Neither Target nor its predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any Liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of Target or its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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.

Environmental, Health and Safety Matters. (a) Each of the Seller and its predecessors and Subsidiaries Target has materially complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller Target has obtained, has compliedobtained and materially complied with, and is in material compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27their business. (c) The Seller Target has not received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27To the Knowledge of any Seller, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Target has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney’s fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or ), the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (a) Each of the Seller Sellers and its predecessors and the Subsidiaries has complied and are is in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoingSection 4.14(a), each of Sellers, the Seller has obtainedSubsidiaries, and their respective Affiliates, has complied, obtained and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities included in the Assets and the operation of the Business; and a list of all such material Permits, licenses and other authorizations is set forth on Disclosure Schedule 4.27its business. (c) The Seller Except as set forth in Schedule 4.14(c) none of the Sellers, the Subsidiaries, or their respective Affiliates has not received any written noticenotice from any federal, report state, local or other information foreign governmental authority 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 material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure in Schedule 4.274.14(d), to the Knowledge of Sellers and the Subsidiaries, none of the following exists at any property Property or facility owned or operated by Sellers or the Seller that is included in the AssetsSubsidiaries: (1i) underground storage tanks, (2ii) asbestos-asbestos containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4iii) landfills, surface impoundments, or Hazardous Material disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct None of the Business, none of Sellers or the Seller, nor, to the Knowledge of the Seller, any of its predecessors Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, Hazardous Materials in or owned upon the Property in a manner that has given or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in likely to give rise to material compliance with applicable Lawsliabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, or natural resources damages or attorneys’ feesdamages, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) amended, or the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. (ai) Each of the Seller Division, the Division Subsidiaries, and its to the Seller's Knowledge, their respective predecessors and Subsidiaries Affiliates has in all material respects complied and are in compliance, in each case is in all material respects, in compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, each of the Seller Division and the Division Subsidiaries has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on in Section 3(cc) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller Neither the Division, the Division Subsidiaries, nor, to the Seller's Knowledge, their respective predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27To Seller's Knowledge, none of the following exists at any property or facility owned or operated by the Seller that is included in Division or the AssetsDivision Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of To the BusinessSeller's Knowledge, none of the SellerDivision, northe Division Subsidiaries, to the Knowledge of the Seller, any of its or their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller's Knowledge, neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None of the Seller nor, to the Knowledge of To the Seller's Knowledge, its neither the Division, the Division Subsidiaries, nor any of their respective predecessors has designedor Affiliates has, manufacturedeither expressly or by operation of law, soldassumed or undertaken any liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished To the Seller's Knowledge, no facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Division, the Division Subsidiaries, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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 on Schedule 3.24, (a) Each of the Seller The Company and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedCompany and its Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27in the disclosure schedules. (c) The Seller has Company and its predecessors or Affiliates have not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsCompany: (1i) underground storage tanks, (2ii) asbestos-containing material in any friable and damaged form or condition, (3iii) materials or equipment containing polychlorinated biphenyls, or (4iv) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Lawor (v) soil, groundwater, surface water or indoor air contamination, by any release of any Hazardous Substance. (e) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of The Company and its predecessors has or Affiliates have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (g) None of the Seller nor, to the Knowledge of the Seller, The Company and its predecessors has designedor Affiliates have not, manufacturedeither expressly or by operation of law, soldassumed or undertaken any liability, marketedincluding without limitation any obligation for corrective or remedial action, installedof any other Person relating to Environmental, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Company or any of its predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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. (a) Each of the Seller The Target and its respective predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedTarget and its respective Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.27the attached "Environmental and Safety Permits Schedule." (c) The Seller Neither the Target nor its respective predecessors or Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. No enforcement action has been or will be taken based on items noted during the inspection described in the Compliance Action Form from the Oregon Department of Environmental Quality dated March 31, 1997. (d) Except as set forth on in Section 4.25(d) of the Disclosure Schedule 4.27Schedule, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials 3)materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Lawor (5) lead paint. (e) In connection with Neither the Target nor its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None Neither the Target nor any of the Seller norits 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 other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Target or any of its respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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 liabilities 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. (ai) Each of the Seller YTRV and its respective predecessors and Subsidiaries has Affiliates have at all times complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller has obtained, has compliedYTRV and its respective Affiliates have obtained and at all times complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities included in the Assets and the operation of the Businesstheir business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on §4(u) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller has not YTRV nor its respective predecessors or Affiliates have received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsYTRV: (1) underground storage tanks, ; (2) asbestos-containing material in any friable and damaged form or condition, ; (3) materials or equipment containing polychlorinated biphenyls; (4) groundwater monitoring xxxxx, drinking water xxxxx, or production water xxxxx; or (45) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with Neither YTRV nor its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, of transported, handled, manufactured, distributed, exposed any person to, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property so as to give rise to any current or facility is contaminated by any such substance) other than in material compliance with applicable Lawsfuture Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ ' fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None of the Seller nor, to the Knowledge of the Seller, Neither YTRV nor its respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos LiabilitiesLiabilities with respect to the presence of asbestos in any product or item or in or upon any property, in case other than in material compliance with applicable Lawpremises, or facility. (hviii) The Seller YTRV has furnished not assumed, undertaken, provided an indemnity with respect to, or made available otherwise become subject to, any Liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (ix) No facts, events, or conditions relating to the past or present facilities, properties, or operations of YTRV or its respective predecessors or Affiliates 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 on-site or off-site releases or threatened releases of, or exposure to, hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (x) Seller and YTRV have furnished to Buyer all environmental audits, reports reports, and other material environmental documents documents, if any, relating to YTRV's, or its respective predecessors' or Affiliates' past or current properties, facilities, or operations that are in the possession their possession, custody, or under the their reasonable control of Seller that relate to any facility included in the Assetscontrol.

Environmental, Health and Safety Matters. (ai) Each of the Seller Sellers, and its their respective predecessors and Subsidiaries Affiliates has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller each of Sellers and their respective Affiliates has obtained, has compliedobtained and materially complied with, and is in material compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on in ss.3(z)(ii) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller has not Neither Sellers nor their respective predecessors or Affiliates have received any written or oral 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)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsSellers: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its Neither Sellers nor their respective predecessors has or Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsso as to give rise to any current or future Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney's fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None Neither Sellers nor any of the Seller nor, to the Knowledge of the Seller, its their respective predecessors has or Affiliates have designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable Law. (hviii) The Seller has Neither Sellers nor any of their respective predecessors or Affiliates have assumed or otherwise become subject to, any Liability including without limitation any obligation for corrective or remedial action, of any other Person relating to Environmental, Health, and Safety Requirements. (ix) To Sellers' Knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of Sellers or any of their respective predecessors or Affiliates 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 Liability relating to on-site or off-site releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (x) Sellers have furnished or made available to the Buyer all environmental audits, reports and other material environmental documents relating to their or their respective predecessors' or Affiliates' past or current properties, facilities, or operations that are in the their possession or under the their reasonable control of Seller that relate to any facility included in the Assetscontrol.

Environmental, Health and Safety Matters. (ai) Each of the Seller The Company and its predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller has obtained, has compliedCompany and its Affiliates have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on the attached Disclosure Schedule 4.27Schedule. (ciii) The Seller Neither the Company nor its Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsCompany: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Company or its predecessors Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to liabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (gvii) None Neither the Company nor its Affiliates has, either expressly or by operation of the Seller norlaw, assumed or undertaken any liability, including without limitation any obligation for corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (hviii) The Seller has furnished No facts, events or made available conditions relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Company or any of its Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements (whether on-site or off-site), 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. (a) Each of the Seller and its predecessors and Subsidiaries The Company has complied and are is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller Company has obtained, has compliedobtained and complied with, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities included in the Assets and its facilities, the operation of its business and the Businessperformance of the relevant federal government contracts; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Disclosure Schedule 4.273.20(b). (c) The Seller None of the Company or its respective predecessors or Affiliates has not received any written or oral notice, report or other information regarding any actual or alleged material violation of Environmental, Health, and Safety Requirements, or any material liabilities Liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise)Liabilities, including any material investigatory, remedial or corrective obligations, relating to any of the them or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27To the Company's Knowledge, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsCompany: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of Company or its respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or would give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“"CERCLA”) or "), the Solid Waste Disposal Act, as amended ("SWDA") or any other Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Seller norCompany or any 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 other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller No facts, events or conditions of which the Company has furnished or made available Knowledge relating to the Buyer all environmental auditspast or present facilities, reports properties or operations of the Company or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental, Health, and other material environmental documents in the possession or under the reasonable control of Seller that relate Safety Requirements, give rise to any facility included in the Assetsinvestigatory, 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.

Environmental, Health and Safety Matters. (ai) Each To the Knowledge of the Seller and its predecessors and Subsidiaries has complied and are any Responsible Person, Target is in compliance, in each case in all material respects, compliance with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements, except for such non-compliance as would not have a Material Adverse Effect. (bii) Without limiting the generality of the foregoing, the Seller Target has obtained, has complied, and is in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the its facilities included in the Assets and the operation of the Businessits business; and a list of all such material Permitspermits, licenses licenses, and other authorizations is set forth on §3(x)(ii) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller Target has not received any written notice, report 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 unliquidated, or otherwise), including any material investigatory, remedial remedial, or corrective obligations, relating to any of the it or its facilities included in the Assets arising under Environmental, Health, and Safety RequirementsRequirements the subject of which would have a Material Adverse Effect. (div) Except as set forth on §3(x)(iv) of the Disclosure Schedule 4.27Schedule, to the Knowledge of any Responsible Person, none of the following exists at any property or facility leased or operated by the Seller that is included in the AssetsTarget: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Target has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in a manner that has given or would give rise to material compliance with applicable Lawsliabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Sellerany Responsible Person, neither this Agreement nor the consummation of the transactions transaction that are is the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None This §3(x) contains the sole and exclusive representations and warranties of the Seller nor, to the Knowledge of the Seller, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, Target and none of such entities is or will become subject HUB with respect to any Asbestos Liabilitiesenvironmental, in case other than in material compliance with applicable Lawhealth or safety matters, including any arising under any Environmental, Health and Safety Requirements. (h) The Seller has furnished or made available to the Buyer all environmental audits, reports and other material environmental documents in the possession or under the reasonable control of Seller that relate to any facility included in the Assets.

Environmental, Health and Safety Matters. To the Knowledge of Centrefund and the Shareholder, except as set forth in Section 3.26 of the Target Disclosure Schedule or in the environmental reports listed thereon, and except as would not be reasonably expected to cause a Material Adverse Effect on the Target: (a) Each of the Seller and its predecessors and Subsidiaries has The Target Companies have complied and are in compliance, in each case in all material respects, compliance with all applicable Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (b) Without limiting the generality of the foregoing, the Seller has obtained, has compliedTarget Companies have obtained and complied with, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the use and occupation of the facilities included in the Assets their properties and the operation of the Businessfacilities; and a list of all such material Permitspermits, licenses and other authorizations is set forth on Section 3.26 of the Target Disclosure Schedule 4.27Schedule. (c) The Seller None of the Target Companies 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 Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to any of the it or its facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (d) Except as set forth on Disclosure Schedule 4.27, none None of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsTarget Companies: (1l) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (e) In connection with its conduct None of the Business, none of the Seller, nor, to the Knowledge of the Seller, any of its predecessors Target Companies has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, or released any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in material compliance with applicable Lawsa manner that has given or could reasonably be expected to give rise to Liabilities, including any material liability Liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or amended, the Solid Waste Disposal Act, as amended amended, or any other applicable Environmental, Health, and Safety Requirements. (f) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement Transaction will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “"transaction-triggered” " or “"responsible property transfer” " Environmental, Health, and Safety Requirements. (g) None of the Seller norTarget Companies has, either expressly or by operation of law, assumed or undertaken any Liability, including without limitation any obligation for any assessment, corrective or remedial action, of any other Person relating to the Knowledge of the SellerEnvironmental, its predecessors has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the AssetsHealth, and none of such entities is or will become subject to any Asbestos Liabilities, in case other than in material compliance with applicable LawSafety Requirements. (h) The Seller has furnished No facts, events or made available conditions relating to the Buyer past or present facilities, properties or operations of the Target Companies will prevent, hinder or limit continued compliance with Environmental, Health, and Safety Requirements in all environmental auditsmaterial respects, reports give rise to any material investigatory, remedial or corrective obligations pursuant to Environmental, Health, and Safety Requirements (whether on-site or off-site), or give rise to any other material environmental documents in the possession liabilities (whether accrued, absolute, contingent, unliquidated or under the reasonable control otherwise) pursuant to Environmental, Health, and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of Seller that relate to any facility included in the Assetshazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental, Health and Safety Matters. (ai) Each of the Seller HOST, its Subsidiaries, and its their respective predecessors and Subsidiaries has Affiliates have complied and are in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements applicable to the BusinessRequirements. (bii) Without limiting the generality of the foregoing, the Seller has each of HOST, its Subsidiaries, and their respective Affiliates have obtained, has have complied, and is are in compliance with, in each case in all material respects, all material Permitspermits, licenses and other authorizations that are required pursuant to Environmental, Health, and Safety Requirements for the occupation of the their facilities included in the Assets and the operation of the Businesstheir business; and a list of all such material Permitspermits, licenses and other authorizations is set forth on §4(x) of the Disclosure Schedule 4.27Schedule. (ciii) The Seller Neither HOST, nor any of its Subsidiaries, nor their respective Affiliates has not received any written or oral 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 material investigatory, remedial or corrective obligations, relating to any of the them or their facilities included in the Assets arising under Environmental, Health, and Safety Requirements. (div) Except Without limitation upon any other subsection hereof and to the Knowledge of Seller and the directors and officers of HOST and its Subsidiaries, except as set forth on §4(x) of the Disclosure Schedule 4.27Schedule, none of the following exists at any property or facility owned or operated by the Seller that is included in the AssetsHOST or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any friable and damaged form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas, in case other than in material compliance with applicable Law. (ev) In connection with its conduct of the Business, none of the Seller, nor, to the Knowledge of the Seller, Neither HOST nor any of its Subsidiaries, nor any of their respective predecessors has or Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released or released exposed any Person to any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility is contaminated by any such substance) other than in so as to give rise to any current or future material compliance with applicable Lawsliabilities, including any material liability for fines, penalties, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorneys’ fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended (“SWDA”) or any other Environmental, Health, and Safety Requirements. (fvi) To the Knowledge of the Seller, neither Neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any material obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental, Health, and Safety Requirements. (gvii) None Neither HOST nor any of the Seller norits Subsidiaries, to the Knowledge of the Seller, its nor their respective predecessors or Affiliates has designed, manufactured, sold, marketed, installed, or distributed products or other items containing asbestos at any facility included in the Assets, and none of such entities is or will become subject to any Asbestos LiabilitiesLiabilities arising from, in case other than in material compliance with applicable Lawrelating to, or based on exposure of any Person to asbestos or asbestos-containing materials. (hviii) The Seller has furnished or Seller, HOST, and its Subsidiaries have made available to the Buyer all environmental audits, reports and other material environmental documents relating to HOST’s, its Subsidiaries’, or their respective predecessors’ or Affiliates’ past or current properties, facilities, or operations that are in the their possession or under the their reasonable control of Seller that relate to any facility included in the Assetscontrol.