Common use of Environmental Matters Clause in Contracts

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company Material Adverse Effect: (a) each of the Company and the Subsidiaries, taken as a whole; (ii) neither Company Subsidiaries are now and at all times have been in compliance with all Environmental Laws and each has all Environmental Permits necessary for the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company conduct and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge operation of the CompanyBusiness as now being conducted; (b) there has not been any Hazardous Substances generated, no portion of treated, stored, transported, disposed of, released, or otherwise existing on, under, about, or emanating from or to, any property currently owned, leased or occupied operated by the Company or a Subsidiary is Contaminated, and neither the Company nor Subsidiaries, or any property previously owned, leased or operated by the Company and the Company Subsidiaries at the time the Company or the Company Subsidiaries, as applicable owned, leased or operated said property, that has resulted or could reasonably be expected to result any liability pursuant to Environmental Laws; (c) the Company and the Company Subsidiaries have not disposed of the Subsidiaries or arranged for disposal of Hazardous Substances on any third party property that has caused resulted or taken any action that would could reasonably be expected to result in any material liability or obligation relating pursuant to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by Environmental Laws; (d) the Company and the Company Subsidiaries have not exposed any employee or third party to any of the Subsidiaries; and (v) except to the extent that any such matter would not Hazardous Substances or condition which has resulted or could reasonably be expected to be materially adverse result in any liability pursuant to Environmental Laws and (e) the Company and the Subsidiaries, taken as a whole, neither the Company nor Subsidiaries have not received any notice of the Subsidiaries has arranged, by contract, agreementalleged liability for, or otherwiseany inquiry or investigation regarding, for the transportation, disposal any release or treatment threatened release of Hazardous Substances at or alleged violation of, or non-compliance with, any location that is subject to liability for Response Actions Environmental Law or otherwise regarding any liabilities pursuant to Environmental Laws.

Environmental Matters. (a) The CompanyExcept for those matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each Sale Entity is now and has at all times in the past five (5) years been in compliance with applicable Environmental Laws, (ii) no Sale Entity, or to Seller’s existing Phase I Knowledge any other Person, has Released any Hazardous Substances at any properties owned or operated by it that are currently not in compliance with, or any other property that requires remediation by any Sale Entity under, applicable Environmental Reports set forth in Section 3.13(aLaws, (iii) no Sale Entity has received any written notices of the Seller Disclosure Letter any violation of or liability relating to Environmental Laws relating to its operations or properties that remain unresolved, and (the “Environmental Reports”iv) have been made available for inspection by Parent andthere are no Actions or investigations pending or, to the Knowledge of the CompanySeller’s Knowledge, were accurate and complete in all material respects as of the date of such reportsthreatened against any Sale Entity relating to its non-compliance with or liability under, applicable Environmental Laws. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of Each Sale Entity has all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)) to own, lease, and in compliance with their terms operate its properties and conditionsassets and to conduct its business as currently conducted, except where the failure to obtain the extent such noncompliance same would not reasonably be expected to be materially adverse to have, individually or in the Company and the Subsidiariesaggregate, taken as a whole;Material Adverse Effect. (iic) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter Except as would not reasonably be expected to be materially adverse have a Material Adverse Effect, with respect to the Company Sale Entities (i) each Environmental Permit is in full force and effect in accordance with its terms, (ii) no outstanding written notice of revocation, modification, cancellation or termination of any Environmental Permit has been received by Seller or the SubsidiariesSale Entities, taken as a whole; (iii) neither there are no Actions pending or, to Seller’s Knowledge, threatened that seek the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named revocation, cancellation or may be named as a responsible or potentially responsible party under termination of any Environmental Law for any site Contaminated by Hazardous Substances; Permit, and (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result Sale Entities are in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; andcompliance with all applicable Environmental Permits. (vd) except to This Section 3.11 constitutes the extent that any such matter would not reasonably be expected to be materially adverse to the Company sole and the Subsidiariesexclusive representation and warranty of Seller regarding environmental matters, taken as a wholeincluding, neither the Company nor any of the Subsidiaries has arrangedwithout limitation, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to all matters arising under Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been environmental assessments previously made available for inspection by to Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: Merger Sub: (i) the Company and the each of its Designated Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of and possess and are in compliance with all applicable Environmental Permits required under applicable such Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; they presently operate; (ii) neither there are no Materials of Environmental Concern at any property owned or operated by the Company nor or any Subsidiary has received notice of a civilits Designated Subsidiaries, criminal except under circumstances that are not reasonably likely to result in liability of the Company or administrative suit, claim, action, proceeding or investigation any of its Designated Subsidiaries under any applicable Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; Law; (iii) neither the Company nor any Subsidiary of its Designated Subsidiaries has received from any Governmental Authority written notice notification alleging that it has been named is liable for, or may be named as a responsible any request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or potentially responsible party under similar state statute, concerning any release or threatened release of Materials of Environmental Law Concern at any location except, with respect to any such notification or request for information concerning any site Contaminated by Hazardous Substances; (iv) except such release or threatened release, to the extent such Contamination would not reasonably be expected to be materially adverse to matter has been resolved with the Company appropriate foreign, federal, state or local regulatory authority or otherwise; and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and (iv) neither the Company nor any of the its Designated Subsidiaries has caused received any written claim or taken complaint, or is presently subject to any action Action, relating to noncompliance with any Environmental Laws or any other liabilities arising under or relating to pursuant to Environmental Laws (“Environmental Action”), and, to the knowledge of the Company, (x) no Environmental Action has been threatened in writing and (y) there are no facts, circumstances, or conditions that would could reasonably be expected to result in any material liability or obligation relating give rise to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; andan Environmental Action. (vb) except to Notwithstanding any other representations and warranties in this Agreement, the extent that any such matter would not reasonably be expected to be materially adverse to representations and warranties in this Section 3.13 are the Company only representations and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant warranties in this Agreement with respect to Environmental LawsLaws or Materials of Environmental Concern.

Environmental Matters. (a) The Company’s existing Phase I Except as could not be reasonably expected to result in any liability under Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, Laws to the Knowledge Company or any of its Subsidiaries which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect with respect to the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the its Subsidiaries hold and are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including Permits and the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)Company and its Subsidiaries are, and have been, otherwise in compliance with their terms and conditionsall Environmental Laws and, except to the extent knowledge of the Company, there are no conditions that might prevent or interfere with such noncompliance would not reasonably be expected to be materially adverse to compliance in the Company and the Subsidiaries, taken as a wholefuture; (ii) neither the Company nor any Subsidiary of its Subsidiaries has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly ownedClaim, operated or leased by any of them, except and to the extent that any such matter would not reasonably be expected to be materially adverse to knowledge of the Company and the Subsidiaries, taken as a wholethere is no threatened Environmental Claim; (iii) neither the Company nor any Subsidiary of its Subsidiaries has received from entered into any Governmental Authority written notice that it has been named consent decree, order or may be named as a responsible or potentially responsible party agreement under any Environmental Law for any site Contaminated by Hazardous SubstancesLaw; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiariesthere are no (A) underground storage tanks, taken as a whole(B) polychlorinated biphenyls, to the Knowledge of the Company(C) friable asbestos or asbestos-containing materials, no portion of (D) sumps, (E) surface impoundments, (F) landfills, or (G) sewers or septic systems present at any property facility currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or otherwise used by the Company or any of its Subsidiaries that could reasonably be expected to give rise to liability of the Company or any of its Subsidiaries under any Environmental Laws; (v) there are no past (including, without limitation, with respect to assets or businesses formerly owned, leased or operated by the Company or any of its Subsidiaries) or present actions, activities, events, conditions or circumstances, including, without limitation, the release, threatened release, emission, discharge, generation, treatment, storage or disposal of Hazardous Materials, that could reasonably be expected to give rise to liability of the Company or any of its Subsidiaries under any Environmental Laws; (vi) no modification, revocation, reissuance, alteration, transfer, or amendment of the Environmental Permits, or any review by, or approval of, any third party of the Environmental Permits is required in connection with the execution or delivery of this Agreement or the consummation of the transactions contemplated hereby or the continuation of the business of the Company or its Subsidiaries following such consummation; (vii) Hazardous Materials have not been generated, transported, treated, stored, disposed of, arranged to be disposed of, released or threatened to be released at, on, from or under any of the properties or facilities currently owned, leased or otherwise used by the Company or any of its Subsidiaries, in violation of or so as could result in liability under, any Environmental Laws; and (vviii) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the its Subsidiaries has arranged, by contract, agreement, contractually assumed any liabilities or otherwise, for the transportation, disposal or treatment of Hazardous Substances at obligations under any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. Except for such matters that individually and in the aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect: (ai) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) each of the Seller Disclosure Letter Acquired Companies is and has been in compliance with all applicable Environmental Law and possesses and is and has been in compliance with all required Environmental Permits, (the “ii) there are no Environmental Reports”) have been made available for inspection by Parent andClaims pending or, to the Knowledge of the Company, were accurate and complete threatened in all material respects as of writing against the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance andAcquired Companies, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion none of the Acquired Companies or any of their predecessors has owned or operated any property or facility that is or has been contaminated by any Hazardous Materials, or is liable for or caused any releases or threatened release of Hazardous Materials at any property currently owned, leased or occupied formerly owned or operated by the Company Acquired Companies or a Subsidiary is Contaminated, and neither the Company nor any of their predecessors, or at any offsite disposal location in connection with the Subsidiaries has caused current or taken any action that past operations of the Acquired Companies or their predecessors, which in each case would reasonably be expected to result in any material liability or obligation relating an Environmental Claim, (iv) to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any Knowledge of the Subsidiaries; and Company, there has been no exposure of any Person to any Hazardous Material, pollutant or contaminant in connection with the current or former properties, operations and activities of the Acquired Companies, (v) except none of the Acquired Companies has received any written claim or notice of violation from any Governmental Entity alleging that the Acquired Companies is in violation of, or liable under, any Environmental Law, or regarding any Hazardous Materials and (vi) none of the Acquired Companies has assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any Liability of any other Person relating to Environmental Law or Hazardous Materials. All environmental reports, assessments, audits and other similar documents in the extent possession or control of the Acquired Companies, in each case containing information that any such matter would not reasonably be expected to be materially adverse material to the Company and the SubsidiariesAcquired Companies, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject have been made available to liability for Response Actions pursuant to Environmental LawsParent.

Environmental Matters. (a) The Company and its Subsidiaries are in compliance with all applicable Environmental Laws, and to the Company’s existing Phase I Knowledge any past non-compliance by the Company and its Subsidiaries with applicable Environmental Reports set forth Laws has been resolved, except for any failure to comply or to resolve past non-compliance that would not reasonably be expected to have, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andaggregate, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reportsa Company Material Adverse Effect. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has obtained, maintained and complied with all Environmental Permits necessary for the Subsidiariesconduct and operation of its business as currently operated, taken as a whole; and the Company or any applicable Subsidiary of the Company has not received any notice that any such Environmental Permit is not in full force and effect; and (ii) neither no such Environmental Permit is or will be subject to review, revision, major modification or prior consent by any Governmental Authority as a result of the consummation of the transactions contemplated by this Agreement. (c) None of the Company nor or any Subsidiary of its Subsidiaries has received any notice of any violation of or liability under Environmental Laws, which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) There are no pending or, to the Company’s Knowledge, threatened civil, criminal or administrative suitclaims, claimactions, actionproceedings, proceeding hearings, notices of violation, investigations, arbitrations or investigation under any demand letters pursuant to Environmental Law relating Laws or with respect to any property Hazardous Materials against the Company or facility currently or formerly owned, operated or leased by any of themits Subsidiaries or, to the Company’s Knowledge, related to the Owned Real Property, the Leased Real Property or any other facility previously owned or operated by the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (e) To the Company’s Knowledge, there has been no presence of storage tanks at or presence or release of any Hazardous Materials on, at, or from the Owned Real Property or the Leased Real Property or any other facility operated by the Company or any of its Subsidiaries, except to the extent (i) in compliance with applicable Environmental Laws and (ii) in a manner or in quantities or locations that would not require any such matter investigation, cleanup or remediation of soil or groundwater under applicable Environmental Laws, other than any presence or release which would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, Material Adverse Effect; and neither the Company nor any of the its Subsidiaries has caused received notice with respect to such presence or taken release. (f) Neither (i) the Company nor any action Subsidiary, (ii) any predecessors of the Company or any Subsidiary nor (iii) any entity previously owned by the Company or any Subsidiary, has transported or arranged for the treatment, storage, handling, disposal or transportation of any Hazardous Material at or to any off-site location which, to the Company’s Knowledge, has resulted in, or would be reasonably expected to result in, a liability to the Company that has had, or would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. (g) There are no Liens or institutional or engineering controls applicable to any material liability or obligation relating Owned Real Property or, to the environmental conditions atCompany’s Knowledge, onLeased Real Property arising out of or pursuant to Environmental Laws that have had, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (h) To the Company’s Knowledge, there are no other facts, activities, circumstances or conditions that have resulted in or would be materially adverse reasonably expected to result in, the Company and the Subsidiariesincurring a liability or obligation, taken as a whole, neither the Company nor pursuant to any of the Subsidiaries applicable Environmental Laws that has arranged, by contract, agreementhad, or otherwisewould reasonably be expected to have, for individually or in the transportationaggregate, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsa Company Material Adverse Effect.

Environmental Matters. (a) The Company’s existing Phase I Except as would not have a Material Adverse Effect, (i) the Company and its Subsidiaries comply, and at all times since January 1, 2015, have complied, with all applicable Environmental Reports set forth in Section 3.13(aLaws, and possess and comply with all applicable Environmental Permits required under such Environmental Laws to operate as they presently operate; (ii) to the Knowledge of the Seller Disclosure Letter Company, there are no Materials of Environmental Concern at any of the Leased Real Property, under circumstances that are reasonably likely to result in liability of the Company or its Subsidiaries under any applicable Environmental Law; (iii) since January 1, 2015, neither the “Company nor its Subsidiaries have received any written notification, order, or other communication alleging that it is liable for, or request for information pursuant to an Environmental Reports”Law concerning, any Release or threatened Release of Materials of Environmental Concern at any location except, with respect to any such notification, order, or other communication or request for information concerning any such Release or threatened Release, to the extent such matter has been resolved with the appropriate Governmental Entity; (iv) since January 1, 2015, neither the Company nor its Subsidiaries have received any written claim, notice or complaint, or been subject to any Proceeding, relating to noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of Environmental Concern or pursuant to Environmental Laws, and to the Knowledge of the Company no such Proceeding has been threatened; (v) there have been made available no Releases of Materials of Environmental Concern on, at, from or under the Leased Real Property, which Releases violated applicable Environmental Laws and for inspection which Releases the Company or any of its Subsidiaries could have liability under Environmental Laws; (vi) neither the Company nor its Subsidiaries have released, transported or disposed of Materials of Environmental Concern except in compliance with applicable Environmental Laws; (vii) there has been no use, generation or storage of any Material of Environmental Concern, regardless of quantity, at, on, under, or from any of the Leased Real Property by Parent andeither the Company or its Subsidiaries, except in compliance with applicable Environmental Laws; (viii) neither the Company nor its Subsidiaries have agreed to assume or accept responsibility, by Contract or otherwise, for any liability of any other Person under Environmental Laws; (ix) as of the date hereof, except for matters that have been resolved, neither the Company nor its Subsidiaries have entered into or agreed to any order or decree, or are subject to any Judgment relating to compliance with any Environmental Law or to the investigation, removal, or remediation of Materials of Environmental Concern under any Environmental Law; and (x) no Remedial Action by either the Company or its Subsidiaries is currently required, or, to the Knowledge of the Company, were accurate and complete will be required in all material respects as respect of the date of such reportsany Site. (b) Except as described The Company has made available to Purchaser prior to the date hereof true, correct and complete copies of all material reports, studies, analyses, or tests, and any results of monitoring programs, in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession or control of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries, in each case, dated on or after January 1, 2015, pertaining to: (i) the Subsidiaries; andgeneration, storage, use, handling, transportation, treatment, emission, spillage, disposal, release, or removal of Materials of Environmental Concern at, in, on, or under any Leased Real Property or (ii) the environmental condition of the Leased Real Property. (vc) except to For purposes of this Agreement, the extent that any such matter would not reasonably be expected to be materially adverse to following terms have the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.meanings assigned below:

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) Company and its Subsidiaries and their respective operations and assets are and, except for such matters that have been made available fully resolved or for inspection by Parent andwhich the applicable statute of limitations has expired, to have been, in compliance with Environmental Laws in all material respects; (b) To the Knowledge knowledge of the Company, were accurate there are no facts, conditions, circumstances that will require material, unbudgeted capital expenditures, increased operating expenses, or operational changes in order for the Company to maintain material compliance with all applicable Environmental Laws or any reasonably anticipated changes to such Environmental Laws; (c) The Company and complete its Subsidiaries are not subject to any pending or, to the Company’s knowledge, threatened material Proceedings under Environmental Laws; (d) There have been no Releases of Hazardous Materials at any property (i) currently or, to the knowledge of the Company, formerly owned, operated or otherwise used by the Company or any of its Subsidiaries; (ii) to the knowledge of the Company, owned, operated or used by any predecessors of the Company or any Subsidiary of the Company; or (iii) to the knowledge of the Company, where Hazardous Materials from the Company’s or its Subsidiaries’ operations have been sent for treatment, disposal, storage or handling, which Releases are reasonably likely to result in all material respects as liability to the Company or any of its Subsidiaries under Environmental Law. As of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance andthis Agreement, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary of its Subsidiaries has received any written notice of asserting a civil, criminal material liability or administrative suit, claim, action, proceeding or investigation obligation under any Environmental Law relating Laws with respect to the investigation, remediation, removal, or monitoring of the Release of any Hazardous Materials at or from any property; and (e) The Company has made available to Parent all material environmental investigations, studies, audits, or other analyses conducted by or on behalf of, or that are in the reasonable possession of, the Company or its Subsidiaries with respect to the Company’s or its Subsidiaries’ compliance with Environmental Laws (including with respect to any reasonably anticipated changes in applicable Environmental Laws) or environmental conditions at any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or otherwise used by the Company or any of the its Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) 3.13 of the Seller Company Disclosure LetterLetter or except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (ia) the Company and the its Subsidiaries are in compliance and, for the last five yearssince January 1, 2010, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate all facilities owned, operated or leased and the business as currently conducted (the “Environmental Permits”)conducted, and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iib) neither the Company nor any Subsidiary of its Subsidiaries has received written notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to the operation of its facilities, to the business or to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iiic) since January 1, 2010 until the date of this Agreement, neither the Company nor any Subsidiary of its Subsidiaries has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (ivd) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently or formerly owned, leased or occupied by the Company or a Subsidiary any of its Subsidiaries is Contaminated, and neither the Company nor any of the its Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the its Subsidiaries; and; (ve) except to the extent that any such matter would not reasonably be expected to be materially adverse to Knowledge of the Company and the Subsidiaries, taken as a wholeCompany, neither the Company nor any of the its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws; and (f) the Company and its Subsidiaries are in compliance with all applicable health and safety Laws, and with all applicable Laws pertaining to anhydrous ammonia, including those promulgated under the Clean Air Act, 42 U.S.C. Section 7401 et seq. and under the Occupational Health and Safety Act, 29 U.S.C. Section 651 et seq. and any other similar state or local Law.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described disclosed in Section 3.13(b) of the Seller Disclosure Letter: Company Reports --------------------- and except for such instances as would not, individually or in the aggregate, be reasonably likely to have a Company Material Adverse Effect: (i) the properties currently owned or operated by the Company and the its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws; (ii) the properties currently owned or operated by the Company or any of its Subsidiaries are not the subject of any pending or, including to the possession knowledge of all Permits required under the executive officers of the Company, threatened investigation or notice from any Governmental Entity alleging the violation of any applicable Environmental Laws to operate the business as currently conducted Law; (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to iii) the Company and its Subsidiaries have not received any notice of violation concerning the Subsidiaries, taken as a whole; operation of the business that has not been resolved; (iiiv) neither the Company nor any Subsidiary has received notice of a civilis currently subject to any court order, criminal administrative order or administrative suit, claim, action, proceeding or investigation under consent decree in connection with any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except Law; (v) to the extent that any such matter would not reasonably be expected to be materially adverse to knowledge of the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge executive officers of the Company, no portion of any property the properties currently owned, leased owned or occupied operated by the Company or a Subsidiary is Contaminatedany of its Subsidiaries have not been used for the disposal of Hazardous Substances; (vi) to the knowledge of the executive officers of the Company, and neither the properties currently owned or operated by the Company nor and its Subsidiaries have not had any emissions or discharges of any Hazardous Substances except as permitted under applicable Environmental Laws; (vii) the properties currently owned or operated by the Company or any of its Subsidiaries possess all material permits, licenses, authorizations and approvals required under applicable Environmental Laws with respect to the Subsidiaries has caused or taken any action present conduct of the business; (viii) there are no circumstances that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by subject the Company or any of its Subsidiaries to liability under any Environmental Law for the Subsidiariesassessment, cleanup, response or removal of any Hazardous Substance at any location; and and (vix) except in the 12 months prior to the extent that any such matter would not reasonably be expected to be materially adverse to date of this Agreement, the Company and its Subsidiaries have substantially complied at all times with the Subsidiaries, taken as a whole, neither terms and conditions contained in the Company nor any "Waste Handling Activities" Section of the Subsidiaries has arrangedCompany's June 1997 Contracts Manual. As used herein the term "Environmental Law" means ----------------- any federal, by contractstate or local law, agreementstatute, ordinance, rule, regulation, code, license, permit, order, decree or otherwise, injunction enacted for the transportationprotection of the environment, (including air, water, soil and natural resources) or otherwise regulating the use, storage, handling, release or disposal of any hazardous or treatment toxic substance and the term "Hazardous Substance" means any hazardous substance ------------------- within the meaning of Hazardous Substances at 101(14) of CERCLA, 42 U.S.C. ' 9601(14) or any location that is subject to liability for Response Actions other substance listed, defined, designated or classified as hazardous, toxic or radioactive pursuant to any applicable Environmental LawsLaw.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) 3.15 of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller CCE Disclosure Letter: (ia) TPC and its properties and operations are, and to CCE’s Knowledge, during the Company and the Subsidiaries are relevant time periods specified in all applicable statutes of limitation, have been, in compliance and, for the last five years, have complied with all applicable Environmental Laws, including except for such noncompliance as would not, individually or in the possession of aggregate, have a Material Adverse Effect; (b) TPC possesses all Environmental Permits required under applicable in order to conduct its operations as presently conducted or, where such Environmental Permits have expired, has applied for a renewal of such Environmental Permits in a timely fashion and, to CCE’s knowledge, all such Environmental Permits are in the name of the proper entity and will remain in full force and effect immediately following the Closing, except where the failure to possess an Environmental Permit or to have applied for a renewal of an Environmental Permit would not, individually or in the aggregate, have a Material Adverse Effect; (c) TPC and its properties and operations are not subject to any pending or, to CCE’s Knowledge, threatened Environmental Claims, nor has TPC received any notice of violation, noncompliance, or enforcement or any notice of investigation or remediation from any Governmental Authority pursuant to Environmental Laws, except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect; (d) Since November 17, 2004, there has been no, and to CCE’s Knowledge, prior to November 17, 2004, there has been no, Release of Hazardous Substances on or from the properties of TPC or from or in connection with the operations of TPC in violation of any Environmental Laws or in a manner that could give rise to operate the business as currently conducted (the “any remedial or corrective action obligations pursuant to Environmental Permits”), and in compliance with their terms and conditionsLaws, except such as would not, individually or in the aggregate, have a Material Adverse Effect; (e) Since November 17, 2004, there has been no, and, to CCE’s Knowledge, prior to November 17, 2004, there has been no exposure of any Person or property to any Hazardous Substances in connection with the extent such noncompliance would not business, properties or operations of TPC that could reasonably be expected to be materially adverse to form the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor basis for an Environmental Claim or any Subsidiary has received notice of a civil, criminal other claim for Damages or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themcompensation, except to for such Environmental Claims or other claims for Damages as would not, individually or in the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiariesaggregate, taken as have a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the SubsidiariesMaterial Adverse Effect; and (vf) CCE has made available for inspection by ETP complete and correct copies of all environmental assessment and audit reports and studies completed since January 1, 2003, addressing potentially material environmental matters and all correspondence completed since January 1, 2003 addressing potentially material Environmental Claims relating to TPC that are in the possession of CCE or TPC, except for any such materials as CCE reasonably believes are subject to the extent that any such matter would not reasonably be expected attorney-client privilege. The representations and warranties set forth in this Section 3.15 are CCE’s sole and exclusive representations and warranties relating to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsenvironmental matters.

Environmental Matters. (a) The Company’s existing Phase I Company and each of its Subsidiaries has been and is in compliance with all applicable U.S. and Canadian federal, state, provincial, municipal and local laws, statutes, ordinances, bylaws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, (“Environmental Reports set forth in Section 3.13(aLaws”) relating to the protection of the Seller Disclosure Letter (environment, occupational health and safety or the “Environmental Reports”) processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substance except where such non-compliance would not have been made available for inspection by Parent and, to a Material Adverse Effect on the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reportsCompany on a consolidated basis. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the The Company and the each of its Subsidiaries are in compliance andhas obtained all licenses, for the last five yearspermits, have complied with all applicable Environmental Lawsapprovals, including the possession of all Permits required consents, certificates, registrations and other authorizations under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)) necessary for the operation of its projects as currently operated and each Environmental Permit is valid, subsisting and in compliance with their terms good standing and conditionsthe holders of the Environmental Permits are not in default or breach thereof and no proceeding is pending or threatened to revoke or limit any Environmental Permit, except to in each case where the extent such noncompliance result would not reasonably be expected to be materially adverse to have a Material Adverse Effect on the Company and the its Subsidiaries, taken as on a whole;consolidated basis. (iic) neither Neither the Company (including, if applicable, any predecessor companies thereof) nor any Subsidiary of its Subsidiaries has received any notice of a civilof, criminal or administrative suitbeen prosecuted for an offence alleging, claim, action, proceeding or investigation under material non-compliance with any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is ContaminatedLaws, and neither the Company nor any of the its Subsidiaries has caused settled any allegation of material non-compliance short of prosecution. There are no order or taken any action that would reasonably be expected directions relating to result in environmental matters requiring any material liability work, repairs, construction or obligation relating capital expenditures to be made with respect to any of the environmental conditions atassets of the Company or its Subsidiaries, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by nor has the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor its Subsidiaries received notice of any of the Subsidiaries has arrangedsame and which orders directions or notices remain outstanding as unresolved, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsif adversely determined would have a Material Adverse Effect.

Environmental Matters. Except for matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect: (a) The Company’s existing Phase I the Company and the Company Subsidiaries are and, since January 1, 2010, have been, in compliance with all Environmental Reports set forth Laws, and neither the Company nor any Company Subsidiary has received any (i) written communication from a Governmental Entity or other Person that alleges that the Company or any Company Subsidiary is in Section 3.13(aviolation of, or has liability under, any Environmental Law or any Permit issued pursuant to Environmental Law or (ii) written request for information pursuant to any Environmental Law that is outstanding or unresolved (including any such request relating to the new source review, NESHAPs or other requirements under the Clean Air Act) that would form the basis of any violation or liability under Environmental Law; (b) the Company and the Company Subsidiaries have obtained and are and, since January 1, 2010, have been, in compliance with all Permits required pursuant to any Environmental Law for the operations (as currently conducted) of the Seller Disclosure Letter Company, the Company Subsidiaries and the Company Properties and all such Permits are valid and in good standing and will not be subject to modification or revocation as a result of the transactions contemplated by this Agreement; (c) to the “Knowledge of the Company and the Company Subsidiaries, maintaining or achieving compliance with applicable Environmental Reports”Laws, including any requirement to install, upgrade or replace pollution control equipment, meet emission standards or otherwise comply with the Clean Air Act, to surrender or acquire emission allowances or credits or otherwise comply with AB32, or to reclaim or restore any mined real properties, will not require the Company or the Company Subsidiaries to incur costs beyond those reflected or reserved against in the Company’s consolidated audited balance sheet as of May 31, 2013 (or the notes thereto) have been made available for inspection by Parent andas included in the Filed Company SEC Documents; (d) there are no Environmental Claims pending or, to the Knowledge of the Company, were accurate and complete in all material respects as threatened against the Company or any of the date of such reports.Company Subsidiaries; (be) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance andthere has been no Release of, for the last five yearsor exposure to, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance any Hazardous Material that would not reasonably be expected to be materially adverse to form the basis of any Environmental Claim against the Company and or any of the SubsidiariesCompany Subsidiaries or against any Person whose liabilities for such Environmental Claim the Company or any of the Company Subsidiaries has, taken as a wholeor may have, retained or assumed, either contractually or by operation of Law; (iif) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Company Subsidiaries has caused retained or taken assumed, either contractually or by operation of Law, any action liabilities or obligations (including any reclamation obligations) that would reasonably be expected to form the basis of any Environmental Claim against the Company or any of the Company Subsidiaries; and (g) with respect to the real properties owned, leased or mined by the Company or any Company Subsidiary, there are and have been no significant and substantial mining safety or health hazards or “pattern of violations”, as regulated or defined under the MSHA, or similar safety or health hazards at any such property arising under the OSHA or any other federal, state or local Law similar to MSHA or OSHA, which would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that Company Subsidiary incurring any such matter would not reasonably be expected to be materially adverse to liability or require the Company and the Subsidiaries, taken as a whole, neither the or any Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances Subsidiary to cease operations at any location that is subject to liability for Response Actions pursuant to Environmental Lawssuch property.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except as disclosed in Section 3.13(a4.15(a) of the Seller Disclosure Letter (Letter, and except for such matters that individually or in the “Environmental Reports”) aggregate have been made available for inspection by Parent andnot had, and would not be reasonably likely to the Knowledge of have or result in, a Material Adverse Effect on the Company, were accurate the Company and complete its Subsidiaries have complied, and are in compliance, with all applicable Environmental Laws, which compliance includes the possession of all permits required under applicable Environmental Laws and compliance with the terms and conditions thereof and the making and filing with all applicable Governmental Entities of all reports, forms and documents and the maintenance of all records required to be made, filed or maintained by it under any Environmental Law. Neither the Company nor any of its Subsidiaries has received any communication (written or, if oral, would be reasonably likely to result in a formal claim) from any Person, whether a Governmental Entity, citizens group, employee or otherwise, that alleges that the Company or any of its Subsidiaries is not in compliance with Environmental Laws and that has not been resolved in all material respects as of the date of such reportsrespects. (b) Except as described disclosed in Section 3.13(b4.15(a) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and for such matters that individually or in compliance with their terms the aggregate have not had, and conditions, except to the extent such noncompliance would not be reasonably be expected likely to be materially adverse to have or result in, a Material Adverse Effect on the Company and the SubsidiariesCompany, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any there are no Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeClaims pending or, to the Knowledge knowledge of the Company, no portion of any property currently owned, leased or occupied by threatened against the Company or a Subsidiary is Contaminatedany of its Subsidiaries or, to the knowledge of the Company, against any Person whose liability for any Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law. (c) Except for such matters that individually or in the aggregate have not had, and would not be reasonably likely to have or result in, a Material Adverse Effect on the Company, neither the Company nor any of the its Subsidiaries has caused or taken is subject to any action that would reasonably be expected to result in any material liability or obligation (accrued, contingent or otherwise) to cleanup, correct, xxxxx or to take any response, remedial or corrective action under or pursuant to any Environmental Laws, relating to the (i) environmental conditions at, on, aboveunder, under or about any of the properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries or any predecessor thereto at the Subsidiaries; and present time or in the past, including the air, soil, surface water and groundwater conditions at, on, under, from or near such properties, or (vii) except the past or present use, management, handling, transport, treatment, generation, storage, disposal or Release of any Hazardous Substances, whether on-site at any Company Real Property, or at any off-site location. The Company has provided or made available to Purchaser all material studies, assessments, reports, data, results of investigations or audits, analyses and test results, in the extent that possession, custody or control of the Company or any such matter would not reasonably be expected of its Subsidiaries relating to be materially adverse to (x) the environmental conditions on, under or about any of the properties or assets owned, leased, operated or used by any of the Company and its Subsidiaries or any predecessor in interest thereto at the present time or in the past and (y) any Hazardous Substances used, managed, handled, transported, treated, generated, stored or Released by any Person on, under, about or from, any of the properties, assets and businesses of the Company or any of its Subsidiaries. (d) Except for such matters that individually or in the aggregate have not had, taken as and would not be reasonably likely to have or result in, a wholeMaterial Adverse Effect on the Company, neither to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the release, emission, discharge, presence or disposal of any Hazardous Substance, that would be reasonably likely to form the basis of any Environmental Claim against the Company or any of its Subsidiaries or against any Person whose liability for such Environmental Claim the Company or any of its Subsidiaries has retained or assumed either contractually or by operation of law. (e) Without in any way limiting the generality of the foregoing, there are no underground storage tanks located at any property currently owned, leased or operated by the Company or any of its Subsidiaries. (f) Neither the Company nor any of its Subsidiaries is required by virtue of the Subsidiaries has arranged, transactions contemplated by contract, agreementthis Agreement, or otherwiseas a condition to the effectiveness of any transactions contemplated by this Agreement, (i) to perform a site assessment for the transportation, disposal or treatment of Hazardous Substances at any location Company Real Property or (ii) to remove or remediate any Hazardous Substances from any Company Real Property. (g) Purchaser and Merger Sub acknowledge that is subject the representations and warranties contained in this Section 4.15 are the only representations and warranties being made by the Company with respect to compliance with, or liability for Response Actions pursuant or claims under, Environmental Laws or with respect to permits, licenses or governmental authorizations issued or required under Environmental Laws, that no other representation by the Company contained in this Agreement shall apply to any such matters and that no other representation or warranty, express or implied, is being made with respect thereto.

Environmental Matters. (a) The Company’s existing Phase I Schedule 4.18(a) sets forth a list of all Permits that are currently required pursuant to Environmental Reports set forth Law for the Company to conduct its operations in Section 3.13(a) of the Seller Disclosure Letter manner in which they are presently conducted (the collectively, “Company Environmental ReportsPermits”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports). (b) Except as described in Section 3.13(bSchedule 4.18(b) of or as would not, individually or in the Seller Disclosure Letteraggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)is, and to the knowledge of Sellers, has been since January 1, 2015, in compliance with their terms and conditionsall Environmental Laws; (ii) no Governmental Entity has notified in writing the Company of a pending investigation or an intention to conduct an investigation with respect to any violation of Environmental Laws; (iii) there is no Proceeding pending or, except to the extent such noncompliance knowledge of Sellers, threatened against the Company by any Governmental Entity with respect to any violation of Environmental Laws; (iv) to the knowledge of Sellers, no Release has occurred at or from any Owned Real Property and no Hazardous Substances are present in, on, or under the Owned Real Property for which the Company would not reasonably be expected to be materially adverse required, pursuant to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeLaw, to the Knowledge of the Company, no portion of conduct any property currently owned, leased cleanup or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; andother response action; (v) except to the extent that knowledge of Sellers, the Company has not received any such matter would not reasonably be expected to be materially adverse written notice, or request for information regarding any liability under Environmental Laws with regard to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment presence of Hazardous Substances at any location Owned Real Property or at any third-party facility at which the Company disposed of, arranged for or permitted the disposal of, any Hazardous Substances; and (vi) (A) the Company is, and to the knowledge of Sellers, has been since January 1, 2015, in compliance with all Company Environmental Permits, (B) all Company Environmental Permits are in full force and effect, (C) to the knowledge of Sellers, no event has occurred or other fact exists with respect to the Company Environmental Permits that allows, or after notice or lapse of time or both would allow, revocation or termination of any of the Company Environmental Permits and (D) there is subject not pending or, to liability for Response Actions pursuant the knowledge of Sellers, threatened, a Proceeding that challenges or questions the validity of or any rights of the holder under any Company Environmental Permit. (c) Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties made in this Section 4.18 and Section 4.11 contain the sole and exclusive representations and warranties of the Company relating to Environmental LawsLaws and environmental matters.

Environmental Matters. Except as set forth on Schedule 4.21(a): (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of Sellers’ knowledge, the CompanySellers (solely in relation to the Assets, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company Business and the Subsidiaries Transferred Real Property) are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including except where the possession of all Permits required under applicable Environmental Laws failure to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance so comply would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a wholeBusiness Material Adverse Effect; (iib) neither the Company nor any Subsidiary has received notice Sellers are in possession of a civilall Environmental Permits required for their operation of the Business as currently conducted and, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any Sellers’ knowledge, are in compliance with all of the requirements and limitations included in such matter Environmental Permits except where the failure to possess such Environmental Permits or to so comply would not reasonably be expected to be materially adverse to the Company have a Business Material Adverse Effect, and the Subsidiariesa true, taken as a wholeaccurate and complete list of such Environmental Permits is set forth on Schedule 4.21(b); (iiic) neither in the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by ordinary course of the conduct of the Business, the Sellers receive, store and use Hazardous Substances; (iv) except to Substances at the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the SubsidiariesTransferred Real Property, taken as a wholebut, to the Knowledge of the CompanySellers’ knowledge, there are no portion of any property currently ownedHazardous Substances in, leased on, at or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor under any of the Subsidiaries has caused Transferred Real Property or taken any action that the Assets the amount and location of which would reasonably be expected to result in a material violation of or liability under Environmental Law; (d) no written notice, that is either unresolved or is resolved but was received after January 1, 2003, from any material liability Governmental Authority or obligation relating to other party has been received by any Seller claiming that (i) the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any operation of the Subsidiaries; and Business, the Assets or the Transferred Real Property is in violation of or has potential liability under any Environmental Law or Environmental Permit, or (vii) except to any Seller is responsible or potentially responsible for the extent investigation or cleanup of any Hazardous Substances at any Transferred Real Property or in connection with Hazardous Materials generated at the Transferred Real Property, except, in each case, for such violations, investigations or cleanups that any such matter would not reasonably be expected to be materially adverse have a Business Material Adverse Effect; (e) no Seller (solely in relation to the Company Business, the Assets or the Transferred Real Property) is the subject of any pending, or, to the Sellers’ knowledge, threatened litigation or proceeding in any forum, judicial or administrative, involving a demand for damages, injunctive relief, penalties or other potential remedy with respect to liability under or violations of any Environmental Law, except for such violations that would not reasonably be expected to have a Business Material Adverse Effect; (f) the Sellers (solely in relation to the Business, the Assets or the Transferred Real Property) have timely filed all reports and notifications required to be filed by them with respect to their properties and facilities and have generated and maintained all required records and data under all applicable Environmental Laws, except where the failure to so file, generate or maintain would not reasonably be expected to have a Business Material Adverse Effect; and (g) to the Sellers’ knowledge, MCI has made available to the Purchasers all Phase I and Phase II Environmental Site Assessments for the Transferred Owned Real Property. Notwithstanding any other provision of this Agreement, the representations and warranties set forth in this Section 4.21 are the only representations and warranties relating to Environmental Laws or Environmental Permits made by Marconi and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsSellers under this Agreement.

Environmental Matters. (a) The To the Company’s existing Phase I Environmental Reports 's knowledge, except as set forth in the Company SEC Documents or in Section 3.13(a) 4.19 of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Company Disclosure Letter: (i) the Company and the its Subsidiaries are has not received any (A) written communication from any person or entity (including any Governmental Entity) stating that (x) it or its Subsidiaries may be a potentially responsible party under Environmental Law (as defined in compliance and, for the last five years, have complied (c) below) with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws respect to operate the business as currently any actual or alleged environmental contamination or (y) any Governmental Entity is conducting or has conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not any environmental remediation or environmental investigation which could reasonably be expected to be materially adverse to result in liability for the Company or its Subsidiaries under Environmental Law; or (B) request for information under Environmental Law from any Governmental Entity with respect to any actual or alleged environmental contamination, except, in each case, for communications, environmental remediation and investigations and requests for information which would not, individually or in the Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and its Subsidiaries have not received any written communication from any person or entity (including any Governmental Entity) stating or alleging that the SubsidiariesCompany or its Subsidiaries may have violated any Environmental Law, taken as or that the Company or its Subsidiaries has caused or contributed to any environmental contamination that has caused any property damage or personal injury under Environmental Law, except, in each case, for statements and allegations of violations and statements and allegations of responsibility for property damage and personal injury which would not, individually or in the aggregate, have a wholeMaterial Adverse Effect; (iii) neither all underground storage tanks ("UST'S") on property currently owned or leased by the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named currently comply with and for the past three years have compiled with applicable Environmental Law, except for failures to comply which would not, individually or may be named as in the aggregate, have a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances;Material Adverse Effect. (iv) except with respect to UST's other than those covered by Section 4.19(a)(iii), to the extent such Contamination would not reasonably be expected to be materially adverse to Company's knowledge, all obligations for which the Company and the Subsidiaries, taken as its Subsidiaries have retained liability either contractually or by operation of law would not have a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by Material Adverse Effect; and (v) the Company and its Subsidiaries have no liabilities under any Environmental Laws which individually or a Subsidiary is Contaminated, and neither in the Company nor any of the Subsidiaries has caused or taken any action that aggregate would reasonably be expected to result in any a Material Adverse Effect. (vi) the Company and its Subsidiaries are and for the past three years have been in material liability compliance with all applicable Environmental Laws; (vii) the Company has made available to Buyer all information including such studies, analyses and test results, in the possession, custody or obligation control of or otherwise known and available to the Company or its Subsidiaries relating to the environmental conditions at, on, above, under or about any of the properties or assets currently or formerly owned, leased, leased or operated or used by the Company or its Subsidiaries at any of time or any other property for which the SubsidiariesCompany or its Subsidiaries may bear some liability for under applicable Environmental Laws; and (vviii) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and its Subsidiaries hold all permits, licenses or authorizations required under applicable Environmental Laws ("ENVIRONMENTAL PERMITS") and have submitted on a timely basis complete applications for the Subsidiariesrenewal of any Environmental Permit which has expired but has not yet been renewed or which will expire within the period of time after the Closing Date, taken as the length of which is the number of days prior to expiration that a wholerenewal application for any such Environmental Permit is required to be submitted. (b) For purposes of this Section 4.19, neither "ENVIRONMENTAL LAW" means all applicable state, federal and local laws, regulations and rules, including common law, judgments, decrees and orders relating to pollution, the Company nor any preservation of the Subsidiaries has arranged, by contract, agreement, or otherwise, for environment and the transportation, disposal or treatment release of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsmaterial into the environment.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company has not been and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be be, individually or in the aggregate, materially adverse to the Company and the Subsidiaries, taken as a whole;such Contributed Subsidiary’s Business: (iia) neither the Company nor The Business of such Contributed Subsidiary is, and since January 1, 2010, has been, in compliance with all applicable Environmental Laws and any Subsidiary Governmental Approvals required pursuant to Environmental Law. (b) There is no pending Environmental Claim, and since January 1, 2010, no member of such Parent’s Group has received any written notice of a civilany threatened Environmental Claim, criminal in either case regarding such Contributed Subsidiary’s Business or administrative suitReal Property that has not been fully resolved with no further Liability of such Contributed Subsidiary or such Contributed Subsidiary’s Business, claimand to the Knowledge of such Parent, actionsince January 1, proceeding 2010, there have been no threatened Environmental Claims regarding either such Contributed Subsidiary’s Business or investigation Real Property, regardless of whether written notice was provided therefor. (c) No member of such Parent’s Group has entered into or is subject to any outstanding Order under any Environmental Law regarding either such Contributed Subsidiary’s Business or Real Property. (d) The Business of such Parent Group has not Released any Hazardous Materials at such Contributed Subsidiary’s Real Property that would be reasonably likely to result in such Contributed Subsidiary incurring any Liability pursuant to an Environmental Claim or any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole;Release. (iiie) neither the Company nor Such Parent has made available to each other Parent correct and complete copies of all material environmental, health or safety assessments, audits, studies, reports, analyses, results of investigations and all material correspondences related to any Subsidiary has received from any Governmental Authority written notice that it has been named Liabilities for Releases or may be named as a responsible or potentially responsible party under non-compliance with any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiariesassociated with each Contributed Subsidiary’s Business or Real Property that have been prepared or issued since January 1, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws2010.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described disclosed in Section 3.13(b) of the Seller Disclosure Letter:EOP SEC Documents, (i) none of EOP, any of the Company and EOP Subsidiaries or, to EOP's Knowledge, any other Person has caused or permitted the Subsidiaries are in compliance andpresence of any Hazardous Materials at, for on or under any of the last five yearsEOP Properties, have complied with all applicable Environmental Laws, such that the presence of such Hazardous Materials (including the possession presence of all Permits required under applicable Environmental Laws to operate asbestos in any buildings or improvements at the business as currently conducted (EOP Properties) would, individually or in the “Environmental Permits”)aggregate, and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholehave an EOP Material Adverse Effect; (ii) neither except in accordance with the Company nor Environmental Permits, there have been no Releases of Hazardous Materials at, on, under or from (A) the EOP Properties, or (B) any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any real property or facility currently or formerly owned, operated or leased by EOP or the EOP Subsidiaries during the period of such ownership, operation or tenancy, which would, individually or in the aggregate, reasonably be expected to have an EOP Material Adverse Effect; (iii) EOP and the EOP Subsidiaries have not failed to comply in any material respect with all Environmental Laws, and neither EOP nor any of themthe EOP Subsidiaries has any liability under the Environmental Laws, except to the extent that such failure to comply or any such matter liability, individually or in the aggregate, would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances;have an EOP Material Adverse Effect; and (iv) EOP and the EOP Subsidiaries have been duly issued, and currently have and will maintain through the Closing Date, all Environmental Permits except where the failure to the extent obtain and maintain such Contamination Environmental Permits would not reasonably be expected have a material adverse effect on the EOP Property necessary to be materially adverse to the Company operate their businesses as currently operated. EOP and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the EOP Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, have timely filed applications for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to all Environmental LawsPermits.

Environmental Matters. (ai) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) Each of the Seller Disclosure Letter Company and its Subsidiaries is in compliance with all, and has not violated any, applicable Environmental Laws since December 31, 2007 except where the failure to comply and such violations would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since December 31, 2007, neither the Company nor any of its Subsidiaries has received any written notice by a Governmental Entity or any other Person that has not been resolved that alleges that the Company or any of its Subsidiaries is not or has not been in compliance with applicable Environmental Laws or is otherwise subject to liability relating to any Environmental Law that, in each case, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (ii) Each of the “Company and its Subsidiaries possesses and is in compliance with all Permits required pursuant to Environmental Reports”) have been made available Laws necessary for inspection by Parent andits operations as currently conducted, and no suspension or cancellation of such Permits is pending or, to the Knowledge of the Company, were accurate and complete threatened, except for such failures to possess a Permit or to be in all material respects as of compliance or suspension or cancellation that would not, individually or in the date of such reportsaggregate, reasonably be expected to have a Company Material Adverse Effect. (biii) Except as described in Section 3.13(b) There are no Environmental Claims pending, or to the Knowledge of the Seller Disclosure Letter:Company threatened, against the Company or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (iiv) the Company and the Subsidiaries are in compliance and, for the last five years, There have complied with all applicable Environmental Laws, including the possession been no Releases of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance any Hazardous Material that would not reasonably be expected to be materially adverse the subject of any Environmental Claim against the Company or any of its Subsidiaries or otherwise result in liability to the Company and the or any of its Subsidiaries, taken as a whole; (ii) neither the Company nor and Hazardous Materials are not otherwise present at or about any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, owned or operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the its Subsidiaries has caused in violation of or taken any action in condition that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries relating to any Environmental Law, except, in each case above, for any which, individually or in the Subsidiaries; and (v) except to the extent that any such matter aggregate, would not reasonably be expected to be materially adverse to the have a Company and the Subsidiaries, taken as a whole, neither Material Adverse Effect. (v) Neither the Company nor any of its Subsidiaries is subject to, or to the Knowledge of the Company threatened with, any Orders pursuant or relating to Environmental Laws or relating to Hazardous Materials which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect. (vi) None of the Company and its Subsidiaries has arrangedassumed, by contractretained or provided indemnity against any liability of any other Person relating to any Environmental Law which indemnity is still in effect, agreementexcept for such indemnities as would not, individually or otherwisein the aggregate, for reasonably be expected to have a Company Material Adverse Effect. (vii) As used in this Agreement, the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.term:

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) 3.22 of the Seller Visant Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andSchedule, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company Xxx Xxxxxxxx and the Transferred Subsidiaries are in compliance and, for the last five years, have complied in all respects, with all applicable Environmental Laws, including except for such non-compliance that, individually or in the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)aggregate, and in compliance with their terms and conditionshas not had, except to the extent such noncompliance or would not reasonably be expected to be materially adverse to the Company and the Subsidiarieshave, taken as a whole; Material Adverse Effect; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal no property currently owned or administrative suit, claim, action, proceeding operated by Xxx Xxxxxxxx or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themthe Transferred Subsidiaries (including soils, except to the extent groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance at material levels or in circumstances that any such matter would not could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; require remediation under Environmental Laws; (iii) neither no property formerly owned or operated by Xxx Xxxxxxxx or any of the Company nor Transferred Subsidiaries and for which Xxx Xxxxxxxx or any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to of the extent such Contamination would not Transferred Subsidiaries could reasonably be expected to bear material Liability was contaminated with any Hazardous Substance during or prior to such period of ownership or operation at material levels or in circumstances that can reasonably be materially adverse expected to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and require further remediation under Environmental Laws; (iv) neither the Company Xxx Xxxxxxxx nor any of the Transferred Subsidiaries has caused is subject to material Liability under Environmental Laws for any Hazardous Substance disposal or taken contamination on any action third party property at levels or in circumstances that would could reasonably be expected to result in require remediation under Environmental Laws; (v) since October 4, 2004, and, to Visant’s Knowledge, on or prior to October 4, 2004, neither Xxx Xxxxxxxx nor any material liability of the Transferred Subsidiaries has received any written, or obligation relating to the environmental conditions atVisant’s Knowledge, onoral notice, abovedemand, under letter, claim or about any properties or assets currently or formerly owned, leased, operated or used by the Company request for information alleging that Xxx Xxxxxxxx or any of the SubsidiariesTransferred Subsidiaries may be in violation of or subject to Liability under any Environmental Law; and (vvi) except neither Xxx Xxxxxxxx nor any of the Transferred Subsidiaries is subject to any Order with any Governmental Entity or any indemnity or other agreement with any third party relating to Liability material to Xxx Xxxxxxxx or any of the extent that Transferred Subsidiaries under any such matter would not Environmental Law; (vii) none of the Real Property contain any underground storage tanks, asbestos-containing material, lead containing paint, or polychlorinated biphenyls which could reasonably be expected to be materially adverse require the incurrence of any material cost to the Company xxxxx or result in material Liability pursuant to any Environmental Law; and the Subsidiaries(viii) Visant has made available to Buyer copies of all environmental reports, taken as a wholestudies, neither the Company nor assessments and audits in its possession relating to Xxx Xxxxxxxx or any of the Transferred Subsidiaries has arrangedor their respective current and former properties or operations in its possession at its corporate headquarters. (b) Notwithstanding anything to the contrary in this Agreement, by contract, agreement, or otherwise, for the transportation, disposal or treatment representations and warranties set forth in this Section 3.22 shall be the sole and exclusive representations and warranties of Hazardous Substances at any location that is subject to liability for Response Actions pursuant Visant with respect to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I All facilities and property (including underlying groundwater) owned or leased by the Company or any of its Subsidiaries have been, and continue to be, owned or leased by the Company and its Subsidiaries in material compliance with all Environmental Reports set forth Laws, except where failure to so comply could not, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) aggregate, be reasonably expected to have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports.a Material Adverse Effect; (b) Except as described there have been no past, and there are no pending or threatened, Environmental Claims against the Company or any of its Subsidiaries, except where such Environmental Claims could not, individually or in Section 3.13(b) of the Seller Disclosure Letter:aggregate, reasonably be expected to have a Material Adverse Effect; (ic) there have been no releases of Hazardous Materials at, on or under any property now or previously owned or leased by the Company or any of its Subsidiaries that, individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect; (d) the Company and the each of its Subsidiaries have been issued and are in material compliance and, for the last five years, have complied with all applicable Environmental Lawspermits, certificates, approvals, licenses and other authorizations relating to environmental matters and necessary for their businesses except where failure to obtain or comply with the foregoing could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (e) no property now or previously owned or leased by the Company or any of its Subsidiaries is listed or, to the Company's knowledge, proposed for listing (with respect to owned property only) on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state list of sites requiring investigation or clean-up, except where such listing could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; (f) there are no underground storage tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned or leased by the possession Company or any of all Permits required under applicable Environmental Laws to operate its Subsidiaries that, individually or in the business as currently conducted (the “Environmental Permits”)aggregate, and in compliance with their terms and conditions, except to the extent such noncompliance would not could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a wholeMaterial Adverse Effect; (iig) neither the Company nor any Subsidiary of its Subsidiaries has received notice directly transported or directly arranged for the transportation of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating Hazardous Material to any property location that is listed or, to Company's knowledge, proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or facility currently on any similar state list or formerly ownedthat is the subject of federal, operated Governmental Authority or leased by any of them, except to the extent local enforcement actions or other investigations that any such matter would not could reasonably be expected to be materially adverse lead to material claims against the Company and or any of its Subsidiaries for any remedial work, damage to natural resources or personal injury, including claims under CERCLA, except where such claims could not, individually or in the Subsidiariesaggregate, taken as be reasonably expected to have a wholeMaterial Adverse Effect; (iiih) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named there are no polychlorinated biphenyls or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of friable asbestos present at any property currently owned, now or previously owned or leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries that, individually or in the Subsidiariesaggregate, could be reasonably expected to have a Material Adverse Effect; and (vi) no conditions exist at, on or under any property now or previously owned or leased by the Company or any of its Subsidiaries that, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law, except to where such liability could not, individually or in the extent that any such matter would not aggregate, be reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. Except as disclosed in the SEC Reports, the Company and each of its Subsidiaries (ai) The Company’s existing Phase I Environmental Reports set forth are, and at all times since January 1, 2015 were, in Section 3.13(a) compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the Seller Disclosure Letter protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (the collectively, “Environmental ReportsLaws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) have been made available not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for inspection by Parent andor other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability or other obligation would not, individually or in the aggregate, reasonably be expected to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) have a Material Adverse Effect. Except as described in Section 3.13(bthe SEC Reports, (x) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries there are in compliance andno proceedings that are pending, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except or to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the SubsidiariesCompany’s knowledge, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civilthreatened, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by against the Company or any of its Subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Subsidiaries; and (v) except to the extent Company and its Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that any such matter would not could reasonably be expected to be materially adverse to have a material effect on the capital expenditures, earnings or competitive position of the Company and the Subsidiaries, taken as a whole, neither its Subsidiaries and (z) none of the Company nor any of the and its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant anticipates material capital expenditures relating to Environmental Laws.

Environmental Matters. With respect to the NMP-2 Assets and the ownership or operation thereof by Sellers, except as disclosed in Schedule 4.10: (a) The Company’s existing Phase I Sellers have obtained and hold all material Environmental Reports set forth in Section 3.13(a) Permits necessary to the operation of the Seller Disclosure Letter NMP-2 Assets as presently conducted; (the “Environmental Reports”b) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete Sellers are in compliance in all material respects as with all terms, conditions and provisions of (i) all applicable Environmental Laws and (ii) all material Environmental Permits; (c) there are no Environmental Claims against Sellers with respect to the NMP-2 Assets, and Sellers are not aware of any facts or circumstances which are reasonably likely to form the basis for any material Environmental Claim against Sellers with respect to the NMP-2 Assets; (d) no Releases of Hazardous Substances have occurred at, from, on, or under the Site and no Hazardous Substances are present on or migrating from the Site that are reasonably likely to give rise to a material Environmental Claim against Sellers; (e) Sellers have not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance from the Site to any off-Site location which is an Environmental Clean-up Site; (f) the Site is not an Environmental Clean-up Site; (g) there are no Liens arising under or pursuant to any Environmental Law with respect to the NMP-2 Assets and there are no facts, circumstances, or conditions that are reasonably likely to be expected to restrict, encumber, or result in the imposition of special conditions under any Environmental Law with respect to the ownership, occupancy, development, use, or transferability of the date NMP-2 Assets, except those facts, circumstances or conditions relating to the status of such reports.the NMP-2 Assets as a nuclear facility; (bh) Except as described in Section 3.13(bthere are no (i) of the Seller Disclosure Letter:underground storage tanks, active or abandoned or (ii) polychlorinated-biphenyl-containing equipment; (i) the Company and the Subsidiaries there have been no environmental audits or assessments conducted since January 1997 by, on behalf of, or which are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws Sellers which have not been made available to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except Buyer prior to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice execution of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiariesthis Agreement; and (vj) except there have been no claims by Sellers against comprehensive general liability and excess insurance carriers for any Loss resulting from, relating to or arising from Environmental Claims with respect to the extent that any such matter would not reasonably be expected NMP-2 Assets. The representations and warranties made by Sellers in this Section 4.10 are the exclusive representations and warranties made to be materially adverse Buyer relating to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsenvironmental matters.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except for matters set forth in Section 3.13(a) 6.09 of the Seller Company Disclosure Letter Letter, (a) the “Business is, and for the past three (3) years has been, in compliance in all respects with all Environmental Reports”Laws; (b) have been made available for inspection by Parent and, the Company and its Subsidiaries possess all material Permits required under Environmental Laws with respect to the Knowledge operation of the CompanyBusiness, were accurate and complete are in compliance in all material respects as of the date of with such reports. Permits; (bc) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance andthere is no pending or, for the last five yearsto Sellers’ Knowledge, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suitthreatened, claim, action, proceeding enforcement action, proceeding, notice of violation or investigation notice of responsibility regarding compliance with, or liability under, Environmental Laws with respect to the Business; (d) neither the Company, nor any of its Subsidiaries, has Released any Hazardous Substance on, in, from, under any Environmental Law relating to or at any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the its Subsidiaries has caused in an amount, manner or taken any action concentration that would could reasonably be expected to result in any material liability or obligation relating to the environmental conditions atCompany; (e) to Sellers’ Knowledge, no Hazardous Substance is present on, aboveat or under the Real Property in an amount, manner or concentration that could reasonably be expected to result in material liability to the Company; and (f) in the past three (3) years, the Company has not received a written notice from any Governmental Entity issued to the Company under Environmental Law. The Company has provided or about made available to Buyer all material documents, records and information in the possession or reasonable control of the Company concerning any properties environmental or assets health and safety matter relevant to the Company or its Subsidiaries or to any property currently or formerly owned, leased, operated or used leased by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the its Subsidiaries, taken as a wholeincluding without limitation, neither the Company nor any of the Subsidiaries has arrangedmaterial environmental audits, by contractenvironmental risk assessments, agreementsite assessments, or otherwisedocumentation regarding waste disposal, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Permits issued under Environmental Laws, and reports or correspondence to or from Governmental Entities.

Environmental Matters. Except as set forth in Schedule 3.17 or, after the date of this Agreement, otherwise disclosed in writing by Borrower to the Administrative Agent: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) All facilities and Property currently owned or leased by Borrower or any of the Seller Disclosure Letter (the “Environmental Reports”) its Restricted Subsidiaries are and have been made available for inspection by Parent and, in compliance with all applicable Environmental Laws except where the failure to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports.comply could not reasonably be expected to have a Material Adverse Effect; (b) Except as described set forth in Section 3.13(b) Schedule 3.17, there are no pending or, to the knowledge of the Seller Disclosure Letter: Borrower, threatened (i) the Company and the claims, complaints, notices or requests for information received by Borrower or any of its Restricted Subsidiaries with respect to any alleged violation of any applicable Environmental Law, or (ii) complaints or notices to Borrower or any of its Restricted Subsidiaries regarding instances which could give rise to an Environmental Liability for Borrower or any of its Restricted Subsidiaries, which in either case are in compliance and, for the last five years, writing and could reasonably be expected to have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business a Material Adverse Effect; (c) Except as currently conducted (the “Environmental Permits”)set forth in Schedule 3.17, and any other matters that, individually or in compliance with their terms and conditionsthe aggregate, except to the extent such noncompliance would not reasonably be expected to be materially adverse result in a Material Adverse Effect, (i) neither Borrower nor any of its Restricted Subsidiaries is in violation of any Environmental Laws or has received written notice of, or otherwise has knowledge of, any pending or threatened claim, charge, order or other proceeding with respect to the Company and the Subsidiariesany Environmental Liability, taken as a whole; (ii) neither the Company Borrower nor any Subsidiary of its Restricted Subsidiaries (1) has received notice of a civilfailed to comply with any Environmental Law or to obtain, criminal maintain or administrative suitcomply with any permit, claim, action, proceeding license or investigation other approval required under any Environmental Law relating to Law, (2) has generated, treated, stored, transported or Released Hazardous Materials on, under or from any property or facility of its Property (whether currently or formerly used, owned, leased, controlled, managed or operated by Borrower or leased by its Restricted Subsidiaries) or is responsible for the exposure of any of themperson to Hazardous Materials, except in each case in a manner that has given rise to the extent that any such matter or would not reasonably be expected to be materially adverse give rise to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for Liability, (3) is subject to any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholepending or, to the Knowledge knowledge of Borrower, threatened administrative or judicial proceeding relating to any Environmental Liability, (4) has assumed by contract or by operation of laws, the Company, no portion Environmental Liabilities of any property currently ownedother Person (other than Borrower or its Restricted Subsidiaries), leased or occupied by (5) know of any existing facts, circumstances, conditions or occurrences (including the Company presence or a Subsidiary is Contaminated, and neither the Company nor Release of any of the Subsidiaries has caused or taken any action Hazardous Materials) that would reasonably be expected to result in any material liability claims, suits or obligation relating proceedings asserting Environmental Liability against any Loan Party or its Subsidiaries, (iii) neither Borrower nor any of its Restricted Subsidiaries is subject to or in default with respect to any final judgments, writs, injunctions, decrees, directions, orders, directives, rules or regulations of any Governmental Authority arising under applicable Environmental Laws, (iv) none of the environmental conditions atMortgaged Property is subject to any Lien, onrestriction on ownership, aboveoccupancy, under use or about transferability imposed pursuant to Environmental Law, or has ever contained any properties storage tanks, surface impoundments, septic tanks, pits, sumps or assets currently lagoons that are being or formerly ownedhave been used for the treatment, leased, operated storage or used by disposal of Hazardous Materials for which the Company Borrower or any of the Subsidiaries; and Restricted Subsidiary remains obligated to conduct Remedial Action, and (v) except excluding any reclamation responsibilities required pursuant to any Environmental Law in respect of the closure/decommissioning of the facilities for which adequate reserves and financial security are being maintained and which reclamation responsibilities are not presently required to be implemented, neither Borrower nor any Restricted Subsidiary has failed to timely commence and diligently pursue any required Remedial Action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation, pursuant to the extent that order of any such matter would not Governmental Authority or the requirements of any Environmental Law. (d) Since the date of this Agreement, there has been no change in the status of the matters disclosed on Schedule 3.17 that, individually or in the aggregate, has resulted in, or could reasonably be expected to be materially adverse have, a Material Adverse Effect. (e) Borrower has adopted and implemented procedures and guidelines as Borrower has determined are reasonably appropriate to the Company comply in all material respects with applicable Environmental Laws and the Subsidiaries, taken as a whole, neither the Company nor to identify and evaluate events or conditions that would result in any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to material Environmental LawsLiability.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) Each of the Seller Disclosure Letter Partnership and its Subsidiaries is in compliance with any and all applicable foreign, federal, state and local Laws and regulations relating to pollution or the protection of the environment or imposing liability or standards of conduct concerning the use, handling, storage or management of any Hazardous Materials (the “Environmental ReportsLaws”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) Each of the Partnership and its Subsidiaries (i) has received all permits required of them under applicable Environmental Laws to conduct their respective businesses as presently conducted (“Environmental Permits”) except for any such Environmental Permits that are the responsibility of the charter parties under the charter agreements relating to the Vessels as such agreements are currently in effect and which Environmental Permits the charter parties have obtained and (ii) are in compliance with all terms and conditions of any such Environmental Permits, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (c) There has been made available no known or threatened release into the environment of any Hazardous Material for inspection by Parent andwhich the Partnership or any of its Subsidiaries are or could become liable, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Neither the Partnership nor any of its Subsidiaries has entered into or agreed to any consent order, decree or Contract, or are subject to or have received any notice of violation, claim, settlement, or order, in each case relating to liability under any Environmental Law other than any thereof that has not had, or would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (e) There are no Liens, written notices or Proceedings pending or, to the Knowledge of the CompanyPartnership, were accurate threatened regarding any actual or potential liability under, violation of, or non-compliance with, any Environmental Law or Environmental Permit other than any liability, violation or non-compliance that has not had, and complete would not reasonably expected to have, individually or in all material respects as of the date of such reportsaggregate, a Material Adverse Effect. (bf) Except as described The Partnership has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any reports, data, investigations, audits, assessments, material correspondence, studies, analyses, tests or monitoring in Section 3.13(b) the possession of or reasonably available to the Seller Disclosure Letter: Partnership or any of its Subsidiaries pertaining to: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable any unresolved liabilities under Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; Law; (ii) neither any Release of Hazardous Materials by the Company nor Partnership or any Subsidiary has received notice of a civil, criminal its Subsidiaries or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to at any property or facility currently or formerly owned, operated or leased by the Partnership or any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the its Subsidiaries, taken as a whole; ; or (iii) neither the Company nor Partnership's or any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any of its Subsidiaries’ compliance with applicable Environmental Law for any site Contaminated by Hazardous Substances;Laws. (ivg) except to In the extent such Contamination would not Ordinary Course, the Partnership and its Subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate costs and liabilities that they believe are reasonably be expected likely to be materially adverse incurred pursuant to such Environmental Laws (including any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the Company basis of such review, the Partnership and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, its Subsidiaries have reasonably concluded that such associated costs and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation liabilities relating to the environmental conditions atVessels would not, onindividually or in the aggregate, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except individually or in the aggregate as does not have, and would not reasonably be expected to have, a Material Adverse Effect, except for the matters disclosed in Section 4.13 of the Company Disclosure Letter and except as set forth in the environmental assessments, citations, notifications or other documents disclosed in Section 3.13(a) 4.13 of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Company Disclosure Letter: : (i) the Company and the each of its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of and possess and are in compliance with all applicable Environmental Permits (as defined in Section 4.13(c)(ii) hereof) required under applicable such Environmental Laws to operate the business as they currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; operate; (ii) neither except as set forth in Section 4.13 of the Company nor Disclosure Letter, to the knowledge of the Company, there are no Materials of Environmental Concern (as defined in Section 4.13(c)(iii) hereof) at any Subsidiary has received notice property owned or operated by the Company or any of a civilits Subsidiaries, criminal except under circumstances that are not reasonably likely to result in liability of the Company or administrative suit, claim, action, proceeding or investigation any of its Subsidiaries under any applicable Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; Laws; (iii) neither the Company nor any Subsidiary of its Subsidiaries has received from any Governmental Authority written notice notification alleging that it has been named is liable for, or may be named as a responsible request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or potentially responsible party under similar state statute concerning, any release or threatened release of Materials of Environmental Law for Concern at any site Contaminated by Hazardous Substances; location; and (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the its Subsidiaries has caused received any written claim or taken complaint, or is currently subject to any action that would reasonably be expected to result in any material liability or obligation proceeding, relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company noncompliance with Environmental Laws or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions other liabilities pursuant to Environmental Laws, and to the knowledge of the Company, no such matter has been threatened in writing. (b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 4.13 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of Environmental Concern. (c) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. Except as set forth on Schedule 3.17 or except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (a) The Company’s existing Phase I Environmental Reports set forth Each of Seller Parent, the Sold Companies and the Asset Sellers in Section 3.13(a) respect of the Business are, and within the last five years (or, with respect to any Real Property owned or leased by Seller Disclosure Letter (Parent or its Affiliates for less than such five year period, for the “Environmental Reports”) length of time so owned or leased), have been made available in compliance with all Environmental Laws; (b) Each of Seller Parent, the Sold Companies and Asset Sellers has obtained all Permits which are required under the Environmental Laws for inspection by Parent the ownership, use and operation of the Business, such Permits are in effect, each Sold Company and Asset Seller is in compliance with all terms and conditions of such Permits and, to the Knowledge of the CompanySeller Parent, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not there is no condition or circumstance that could be reasonably be expected to be materially adverse to prevent the Company and renewal or reissuance of such Permits in the Subsidiaries, taken as a wholeOrdinary Course on substantially similar terms; (iic) neither None of Seller Parent, the Company nor any Subsidiary Sold Companies or the Asset Sellers in respect of the Business has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeClaim which remains outstanding and, to the Knowledge of the CompanySeller Parent, there are no portion of conditions existing at any property currently owned, leased or occupied operated by any Sold Company that require, or could reasonably be expected to require, material investigation, remedial or corrective action, removal, monitoring or closure of any such property or location; (d) None of Seller Parent, the Company Sold Companies or a Subsidiary is Contaminated, and neither the Company nor any Asset Sellers in respect of the Subsidiaries Business has caused entered into, has agreed to, or taken is subject to, any action decree or Order of any Governmental Authority, or indemnity obligation to any third party relating to any Environmental Law; (e) None of Seller Parent, the Sold Companies or the Asset Sellers in respect of the Business has Released Hazardous Materials into the environment in violation of Environmental Laws or in a manner that would reasonably be expected to result in any material liability or obligation relating to Liability under Environmental Laws; (f) To the environmental conditions atKnowledge of Seller Parent, on, above, under or about any properties or assets no property currently or formerly ownedowned or operated in connection with the Business has been contaminated with any Hazardous Materials in a manner that could reasonably be expected to require investigation or remediation or result in Liability of Seller Parent, leasedthe Sold Companies or the Asset Sellers in connection with any Environmental Law; (g) To the Knowledge of Seller Parent, operated none of Seller Parent, the Sold Companies or used by the Company Asset Sellers in respect of the Business is subject to any liability for Hazardous Material disposal or contamination or any Release or threatened Release of the Subsidiariesany Hazardous Material on any third party property; and (vh) except The Sellers have made available to Buyer copies of all material environmental reports, studies, assessments, sampling data and other environmental information in their possession relating to the extent that any such matter would not reasonably be expected to be materially adverse to the Company Business and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsits current and former properties and operations.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(aSchedule 4.16: (A) of The Company and the Seller Disclosure Letter (Company Subsidiaries have obtained and hold all required Environmental Permits which are identified on Schedule 4.16 except where the “Environmental Reports”) failure to have been made available for inspection by Parent such Permits, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect and, to the Knowledge of the Company, were accurate each such Environmental Permit will remain valid and complete in all material respects as effective after the Closing, without any notice to or consent of the date of such reportsany Governmental Authority. (bB) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the The Company and the Company Subsidiaries are in compliance and, for the last five years, have complied with all provisions of all applicable (i) Environmental Permits, and (ii) Environmental Laws, including the possession of all Permits required under applicable Environmental Laws except for such failures to operate the business as currently conducted (the “Environmental Permits”), and be in compliance with their terms which, individually or in the aggregate, have not had and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse have a Company Material Adverse Effect. (C) There are no pending, or to the Company and the SubsidiariesCompany's Knowledge, taken as a whole; (ii) neither threatened Environmental Claims against the Company nor or any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themCompany Subsidiary, except to for such pending or threatened Environmental Claims which, individually or in the extent that any such matter aggreate, have not had and would not reasonably be expected to be materially adverse to the have a Company and the Subsidiaries, taken as a whole;Material Adverse Effect. (iiiD) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to To the Knowledge of the Company, no portion Releases of Hazardous Materials have occurred at, from, in, to, on, or under any property currently ownedSite which, leased or occupied by under an applicable lease, is the responsibility of the Company or a Subsidiary is Contaminatedany of the Company Subsidiaries to remediate and which has not been remediated, and no Hazardous Materials are present in, on, about or migrating to or from any Site that have given rise or would reasonably be expected to give rise to an Environmental Claim against the Company or any Company Subsidiary. (E) To the Company's Knowledge, neither the Company nor any Company Subsidiary nor any predecessor of the Subsidiaries Company or any Company Subsidiary, nor any entity previously owned by the Company or any Company Subsidiary, has caused transported or taken arranged for the treatment, storage, handling, disposal, or transportation of any action Hazardous Material to any location at, from, in, to, on or under which a Release of Hazardous Materials has occurred that has resulted in or would reasonably be expected to result in an Environmental Claim against the Company or any Company Subsidiary, and which is not in compliance with any Environmental Permit or Environmental Law. (F) To the Knowledge of the Company, no Site currently, or at any time during the three year period ending on the date of this Agreement, leased by the Company or any Company Subsidiary is a current or proposed Environmental Clean-up Site. (G) To the Knowledge of the Company, there are no (i) underground storage tanks, active or abandoned, (ii) polychlorinated biphenyl containing equipment, or (iii) asbestos containing material liability or obligation relating to the environmental conditions at, on, abovewhich is friable at any Site which, under or about any properties or assets currently or formerly ownedapplicable lease, leased, operated or used by is the responsibility of the Company or any of the Company Subsidiaries; and (v) except , and which is not in compliance with any Environmental Permit or Environmental Law. Except for liabilities and obligations assumed pursuant to the extent that terms of the real property leases set forth on Schedule 4.10, neither the Company nor any Company Subsidiary has expressly assumed or undertaken, or agreed to assume or undertake, responsibility for any liability or obligation of any other Person, arising under or relating to Environmental Laws, including, but not limited to, any obligation for investigation, corrective or remedial action, nor, to the Company's Knowledge, has the Company or any of the Company Subsidiaries assumed or undertaken any such matter liability or obligation by operation of law, except, in each case, for such liabilities and obligations the performance of which, individually or in the aggregate, have not had, and would not reasonably be expected to be materially adverse have, a Company Material Adverse Effect. (H) There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession of the Company or any Company Subsidiary (or, to the Company and Company's Knowledge, any representative of either thereof) with respect to any Site currently, or at any time during the Subsidiariesthree year period ending on the date of this Agreement, taken as a whole, neither leased by the Company nor or any Company Subsidiary which have not been delivered to HTI Acquisition prior to execution of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsthis Agreement.

Environmental Matters. The operations of the Company and each of its Subsidiaries comply and for the past five years have complied with applicable Law relating to (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) pollution, contamination, protection of the Seller Disclosure Letter environment or employee health and safety, (b) emissions, discharges, disseminations, releases or threatened releases of Hazardous Substances into the air (indoor or outdoor), surface water, groundwater, soil, land surface or subsurface, buildings, facilities, real or personal property or fixtures, or (c) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of or exposure to Hazardous Substances (collectively, “Environmental ReportsLaw”) ), in each case, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company and its Subsidiaries possess all Permits required under Environmental Law necessary for their respective operations, and such operations are and for the past five years have been made available for inspection by Parent andin compliance with such Permits, except as would not reasonably be expected to have a Company Material Adverse Effect. No Legal Action arising under or pursuant to Environmental Law is pending, or to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) threatened, against the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession or any of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditionsits Subsidiaries, except to the extent such noncompliance as would not reasonably be expected to be materially adverse have a Company Material Adverse Effect. To the Knowledge of the Company, (i) no condition (including any release, spill, discharge, emission or disposal of Hazardous Substances) exists on, and there has been no exposure to any Hazardous Substances at, any property, currently or formerly, owned or operated by the Company and the Subsidiaries, taken as a whole; (ii) neither none of the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themits Subsidiaries has assumed or retained any obligation, by contract or operation of law, in each of cases (i) and (ii) that has given rise to, or would reasonably be expected to give rise to, any liability or obligation under Environmental Law, except to the extent that any such matter as would not reasonably be expected to be materially adverse to the have a Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. With respect to the following Section 3.14(a), (b), (c), (d) and (e) only, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) With respect to its operations on Company Owned Real Property and Company Leased Real Property, each of the Seller Disclosure Letter Company and its Subsidiaries (i) is and, since January 1, 2011, has been in compliance with all applicable Environmental Laws and (ii) has received and is and has been in compliance with all Permits required under Environmental Laws for the conduct of its business as currently conducted (“Environmental ReportsPermits”) ). Such Environmental Permits are valid and in full force and effect, and all necessary applications, notices or other documents have been made available filed to effect timely renewal, issuance or reissuance of such Environmental Permits. To the Knowledge of the Company, all Environmental Permits are expected to be issued or reissued on a timely basis on such terms and conditions as are reasonably expected to enable the Company and its Subsidiaries to continue to conduct their operations in a manner substantially similar to the manner in which such operations are presently conducted. (b) Neither the Company nor any of its Subsidiaries has been, since January 1, 2011, or is presently, the subject of any Environmental Claim and no Environmental Claim is pending or, to the Knowledge of the Company, threatened against either the Company or any of its Subsidiaries or against any Person whose liability for inspection the Environmental Claim was or may have been retained or assumed either contractually or by Parent operation or law by the Company or any of its Subsidiaries. (c) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has managed, used, stored, or disposed of Hazardous Materials on any Company Owned Real Property or Company Leased Real Property and, to the Knowledge of the Company, were accurate and complete no Hazardous Materials have been released or are present, in all material respects as of the date of such reports. (b) Except as described each case, in, on, at or beneath any Company Owned Real Property or Company Leased Real Property, in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance each case that would not reasonably be expected to be materially adverse to form the basis for an Environmental Claim against either the Company and the or any of its Subsidiaries, taken as a whole;. (iid) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to To the Knowledge of the Company, no portion Company Owned Real Property or Company Leased Real Property contains any landfills, surface impoundments, disposal areas, underground storage tanks, above-ground storage tanks, asbestos or asbestos-containing material, polychlorinated biphenyls, radioactive materials or other Hazardous Materials in violation of applicable Environmental Laws. (e) No Lien imposed by any Governmental Entity pursuant to any Environmental Law is currently outstanding and no financial assurance obligation is in force as to any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the its Subsidiaries; and. (vf) except The Company and its Subsidiaries have made available to Parent true and complete copies of all material audits, reports, studies, assessments and results of investigations between January 1, 2011 and the date of this Agreement addressing or relating to the extent Company’s material compliance with Environmental Law or material environmental liabilities or material Environmental Claims that are in the possession or control of the Company or any of its Subsidiaries, and any such matter would not reasonably be expected material audits, reports, studies, assessments and results of investigations with respect to be materially adverse to the all Company Owned Real Property and the Subsidiaries, taken as a whole, neither Company Leased Real Property. (g) Neither the Company nor any of the its Subsidiaries has arrangedreceived since January 1, by contract2011, agreementany written notices, demand letters, subpoenas or requests for information (except for such claims, notices, demand letters or requests for information the subject matter of which has been resolved prior to the date of this Agreement) from any federal, state, local, foreign or provincial Governmental Entity or any other Person asserting that the Company or any of its Subsidiaries is in material violation of, or otherwiseis materially liable under, for any applicable Environmental Law or that any Company Owned Real Property or Company Leased Real Property is in material violation of any Environmental Law. (h) For purposes of the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.Agreement:

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) of the Seller Disclosure Letter Schedule (the “Environmental Reports”) have been made available for inspection by Parent and3.11), to the Knowledge of the Company, were accurate and complete in all material respects as of the date Closing Date: (i) the Real Estate is free of contamination from any Hazardous Material except for such contamination that would not result in Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (ii) no Group Member has caused or suffered to occur any material Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate except where such a Release could not result in Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (iii) the Group Members are and have been in compliance with all Environmental Laws, except for such noncompliance that would not result in Environmental Liabilities which could reasonably be expected to have a Material Adverse Effect; (iv) the Group Members have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, except where the failure to so obtain or comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect; (v) no Group Member is involved in operations or knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of such Group Member which could reasonably be expected to have a Material Adverse Effect; (vi) there is no Litigation arising under or related to any Environmental Laws, Environmental Permits or Hazardous Material that has a reasonable risk of being determined adversely to any Group Member and that, if so determined, could reasonably be expected to have a Material Adverse Effect; (vii) no notice has been received by any Group Member identifying it as a “potentially responsible party” or requesting information under CERCLA or analogous state statutes, and to the knowledge of the Credit Parties, there are no facts, circumstances or conditions that may result in any Group Member being identified as a “potentially responsible party” under CERCLA or analogous state statutes; and (viii) the Group Members have provided to Administrative Agent copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental Liabilities, in each case relating to any Group Member. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: Each Credit Party hereby acknowledges and agrees that each Agent (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)is not now, and has not ever been, in compliance with their terms control of any of the Real Estate or any Group Member’s affairs, and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither does not have the Company nor capacity through the provisions of the Loan Documents or otherwise to influence any Subsidiary has received notice Group Member’s conduct with respect to the ownership, operation or management of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named its Real Estate or may be named as a responsible compliance with Environmental Laws or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsPermits.

Environmental Matters. Except (1) as set forth in the SEC Reports filed prior to this date, or in the Company Disclosure Letter; and (2) for those matters that do not, individually or in the aggregate, have or are reasonably expected to have a Material Adverse Effect (for purposes of Section 3.12(c)(ii), 3.12(c)(iii) (relating to any real or personal property not owned by the Company or its Subsidiaries at present or in the past), 3.12(d)(ii) and 3.12(e) (relating to property not owned by the Company or its Subsidiaries at present or in the past) only, the dollar thresholds for determining whether a matter or matters constitute a Material Adverse Effect shall be $1,000,000 individually or $6,000,000 in the aggregate): (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the each of its Subsidiaries are is in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the its Subsidiaries has caused received any written communication from any Person or taken Governmental Entity that alleges that the Company or any action that would reasonably be expected of its Subsidiaries is not in compliance with applicable Environmental Laws. (b) The Company and each of its Subsidiaries has obtained or has applied for all applicable environmental, health and safety permits, licenses, variances, approvals and authorizations required under Environmental Laws (collectively, the "Environmental Permits") necessary for the construction of its facilities or the conduct of its operations, and all those Environmental Permits are in effect or, where applicable, a renewal application has been timely filed and is pending agency approval, and the Company and its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits. All Environmental Permits of the Company and its Subsidiaries are listed in the Company Disclosure Letter referencing this Section 3.12(b), and the Company and its Subsidiaries previously has made available to result in any material liability or obligation relating Parent and Merger Sub true, correct and complete copies of all such Environmental Permits. (c) There is no Environmental Claim pending or, to the environmental conditions atknowledge of the Company, onthreatened (i) against the Company or any of its Subsidiaries, above, under (ii) against any Person whose liability for any Environmental Claim has been retained or about any properties or assets currently or formerly owned, leased, operated or used assumed contractually by the Company or any of its Subsidiaries, or (iii) against any real or personal property or operations which the Subsidiaries; andCompany or any of its Subsidiaries owns, leases or operates, in whole or in part. (vd) except to the extent There have been no Releases of any Hazardous Material that any such matter would not reasonably be expected to be materially adverse to the Company and reasonably believes form the basis of any Environmental Claim (i) against the Company or any of its Subsidiaries, taken as a whole, neither or (ii) against any Person whose liability for any Environmental Claim has been retained or assumed contractually by the Company nor or any of its Subsidiaries. (e) None of the properties owned, leased or operated by the Company, its Subsidiaries has arranged, by contract, agreementor any predecessor thereof are now, or otherwisewere in the past, for listed on the transportation, disposal National Priorities List of Superfund Sites or treatment any analogous state list (excluding easements that transgress those Superfund sites). For purposes of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.this Agreement:

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of Company and the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: Company Subsidiaries (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted and (the “Environmental Permits”), and ii) are in compliance with their terms respective Environmental Permits, except, in each case, as has not had, and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company and the Subsidiaries, taken as a whole;Material Adverse Effect. (iib) neither Neither the Company nor any Company Subsidiary has received any written notice of a civilalleging that the Company or any Company Subsidiary may be in violation of, criminal or administrative suit, claim, action, proceeding or investigation have liability under any Environmental Law relating to any property the subject of which remains unresolved, except, as such violation or facility currently or formerly ownedliability has not had, operated or leased by any of them, except to the extent that any such matter and would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company Material Adverse Effect. (c) Neither the Company and nor any Company Subsidiary has entered into or agreed to any consent decree or order or is a party to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the Subsidiariesinvestigation, taken as a whole;sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials that, in each case, would be reasonably likely to result in material liability for the Company or any Company Subsidiary. (iiid) Since January 1, 2019, neither the Company nor any Company Subsidiary has received from (i) contractually assumed any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party material liability of another Person under any Environmental Law for or (ii) released Hazardous Materials on any site Contaminated real property owned, leased or operated by Hazardous Substances; (iv) the Company or the Company Subsidiaries, except to the extent such Contamination as has not had, and would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company Material Adverse Effect. (e) Notwithstanding any other provision of this Agreement, this Section 4.13 contains the exclusive representations and warranties of the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant Parties with respect to Environmental Laws, Hazardous Materials or other environmental matters.

Environmental Matters. Except as reflected in the MLP Financial Statements, and except for any such matter that individually or in the aggregate would not constitute an MLP Material Adverse Effect: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) each of the Seller Disclosure Letter MLP Group Entities and its assets, real properties and operations are in compliance with all Environmental Law and Environmental Permits; (b) each of the “MLP Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Reports”) have been made available Permits necessary for inspection by Parent andthe conduct and operation of its business as currently conducted and operated, and all such Environmental Permits are in full force and effect and to the Knowledge of the CompanyMLP Parties, were accurate there is no pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholesubstance; (iic) neither none of the Company nor any Subsidiary MLP Group Entities has received any written notice from any Person alleging with respect to any of a civilthe MLP Group Entities, criminal the violation of or administrative suit, claim, action, proceeding or investigation liability under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken (including liability as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under CERCLA or any analogous state laws) or any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company Permit, and the Subsidiaries, taken as a whole, to the Knowledge of the CompanyMLP Parties, no portion occurrence or condition exists that would reasonably be expected to result in the receipt of such notice; (d) there has been no Release of any property currently ownedHazardous Material at, leased on, under or occupied by the Company from any real properties or facilities as a Subsidiary is Contaminated, and neither the Company nor any result of the Subsidiaries operations of the MLP Group Entities that has caused not been remediated as required by any Environmental Law or taken Environmental Permit or otherwise adequately reserved for in the MLP Financial Statements and to the Knowledge of the MLP Parties, there is no occurrence or condition relating to any action such Release that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the SubsidiariesMLP Group Entities having liability under any Environmental Law or Environmental Permit; and (ve) except the MLP Group Entities have provided or otherwise made available to the extent Buyer Group Entities true and complete copies of all material written environmental assessment reports that any such matter would not reasonably be expected to be materially adverse to have been prepared by or on behalf of the Company MLP Group Entities and the Subsidiaries, taken as a whole, neither the Company nor that are in any of the Subsidiaries has arrangedMLP Group Entities’ possession. This Section 4.11, by contractand Sections 4.2(b) and 4.2(c), agreement4.5, or otherwise4.9 and 4.13 hereof, for constitute the transportation, disposal or treatment sole and exclusive representation and warranty of Hazardous Substances at any location that is subject to liability for Response Actions pursuant the MLP Parties with respect to Environmental LawsPermits, the Release of or exposure to Hazardous Materials and Environmental Law.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) on-going operations of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge Company and each of the Company, were accurate and complete its Subsidiaries comply in all material respects as with all Environmental Laws, except such non-compliance which would not (if enforced in accordance with applicable law) result in liability in excess of $500,000 in the date of such reportsaggregate. (b) Except as described The Company and each of its Subsidiaries have obtained all material licenses, permits, authorizations and registrations required under any Environmental Law ("Environmental Permits") and necessary for their respective ordinary course operations, all such Environmental Permits are in Section 3.13(b) of the Seller Disclosure Letter: (i) good standing, and the Company and the each of its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession material terms and conditions of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “such Environmental Permits”). (c) None of the Company, and in compliance any of its Subsidiaries or any of their respective present Property or operations, is subject to any outstanding written order from or agreement with their terms and conditionsany Governmental Authority, except nor subject to any judicial or docketed administrative proceeding, respecting any Environmental Law, Environmental Claim or Hazardous Material. (d) There are no Hazardous Materials or other conditions or circumstances existing with respect to any Property, or arising from operations prior to the extent such noncompliance Closing Date, of the Company or any of its Subsidiaries that would not reasonably be expected to be materially adverse give rise to Environmental Claims with a potential liability of the Company and its Subsidiaries in excess of $500,000 in the Subsidiariesaggregate for any such condition, taken as a whole; circumstance or Property. In addition, (iii) neither the Company nor any Subsidiary of its Subsidiaries has received notice any underground storage tanks (x) that are not properly registered or permitted under applicable Environmental Laws, or (y) that are leaking or disposing of a civilHazardous Materials off-site, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to and (ii) the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party its Subsidiaries have met all material notification requirements under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company Title III of CERCLA and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to all other Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except for matters that have not had and would not reasonably be expected to have, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andaggregate, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Lettera Company Material Adverse Effect: (i) the Company and the Company Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including and, except for matters that have been fully resolved, as of the possession date of all Permits required under applicable this Agreement, neither the Company nor any Company Subsidiary has received any written communication from a Governmental Entity or other Person that alleges that the Company or any Company Subsidiary is in violation of any Environmental Laws Law or any Permit issued pursuant to operate the business as currently conducted Environmental Law (the an “Environmental PermitsPermit”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) with respect to all Environmental Permits necessary to conduct the respective operations of the Company or the Company Subsidiaries as currently conducted, (1) the Company and each of the Company Subsidiaries have obtained and are in compliance with, or have filed timely applications for, all such Environmental Permits, (2) all such Environmental Permits are valid and in good standing, (3) neither the Company nor any Company Subsidiary has received notice of a civilfrom any Governmental Entity seeking to modify, criminal revoke or administrative suitterminate, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably Environmental Permits and (4) no such Environmental Permits will be expected subject to be materially adverse to the Company and the Subsidiariesmodification, taken termination or revocation as a wholeresult of the transactions contemplated by this Agreement; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any there are no Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeClaims pending or, to the Knowledge of the Company, threatened in writing against the Company or any Company Subsidiary that have not been fully and finally resolved; (iv) there are and have been no portion of Releases of, or exposure to, any Hazardous Materials on, at, under or from any property currently or formerly owned, leased or occupied operated by the Company or a Subsidiary is Contaminatedany Company Subsidiary, and neither the Company nor any of the Subsidiaries has caused there are no other facts, circumstances or taken any action conditions, that would reasonably be expected to result in form the basis of any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by Environmental Claim against the Company or any of the SubsidiariesCompany Subsidiary; and (v) except the Company and the Company Subsidiaries have not transported or arranged for the transportation of any Hazardous Materials generated by the Company or any Company Subsidiary to any location which is listed on the extent National Priorities List under CERCLA, or on any similar state list, or which is the subject of federal, state or local enforcement actions or other investigations that any such matter would not reasonably be expected to be materially adverse to form the basis of any Environmental Claim against the Company or any Company Subsidiary. (b) The representations and warranties contained in this Section 3.14 are the Subsidiaries, taken as a whole, neither sole and exclusive representations and warranties of the Company nor any relating to Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters, and no other representation or warranty of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject Company contained herein shall be construed to liability for Response Actions pursuant relate to Environmental Permits, Environmental Laws, Environmental Claims, Releases, Hazardous Materials or other environmental matters.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of Neither the Seller Disclosure Letter (Borrowers, the “Environmental Reports”) have been made available for inspection by Parent andGuarantors nor any other Subsidiary is, to the Knowledge knowledge of the CompanyExecutive Officers, were accurate subject to any Environmental Liability which has had or is reasonably expected to cause a Material Adverse Effect and complete neither the Borrowers, the Guarantors nor any other Subsidiary has been designated as a potentially responsible party under CERCLA or under any state statute similar to CERCLA, except as disclosed in all material respects as writing to the Administrative Agent (and the Administrative Agent shall promptly furnish a copy of any such disclosure to the Banks). None of the date of Properties has been identified on any current or proposed (i) National Priorities List under 40 C.F.R. Section 300, (ii) CERCLIS list or (iii) any list arising from a state statute similar to CERCLA, except as disclosed in writing to the Administrative Agent, if any such reportsdisclosures have been made. (b) Except as described No Hazardous Materials have been permitted or are being permitted to be used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, managed or otherwise handled at, or shipped or transported to or from the Properties or are otherwise present at, on, in Section 3.13(b) or under the Properties, or, to the best of the Seller Disclosure Letter: (i) knowledge of the Company Executive Officers, at or from any adjacent site or facility, except for Hazardous Materials, such as cleaning solvents, pesticides and the Subsidiaries are other materials used, stored, disposed of, managed, or otherwise handled in all material respects in compliance and, for the last five years, have complied with all applicable Environmental LawsRequirements and except as disclosed in writing to the Administrative Agent. (c) The Borrowers, including each Guarantor and each of the possession Subsidiaries, has procured all Environmental Authorizations necessary for the conduct of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)its business, and is in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; all Environmental Requirements (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeincluding, to the Knowledge best knowledge of the CompanyExecutive Officers, no portion of with respect to any property currently owned, leased or occupied by Environmental Releases) in connection with the Company or a Subsidiary is Contaminated, and neither the Company nor any operation of the Subsidiaries has caused or taken Properties and the Borrowers', each Guarantor's and each other Subsidiary's respective businesses, except where any action that would such failure to comply does not have and is not reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as cause a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports 10.1 For the purpose of warranties set forth in Section 3.13(athis clause 10, “Hazardous Substance” means any natural or artificial substance, preparation or article which, if generated, transported, stored, treated, used or disposed of (alone or combined with another substance, preparation or article) is harmful to water, air or land or any living organism, or which is prohibited or restricted under any Applicable Laws. 10.2 The operation (past and present) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge Business of the CompanyCompany does not and did not involve the use, were accurate and complete in all material respects as of storage or disposal of, or the date of such reportsrelease or discharge into the environment of, any Hazardous Substance. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal 10.3 Any land or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly other asset owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company (now or in the past) does not have now, and has never had, any Hazardous Substance on, at, in or under it. 10.4 All waste generated by the operation of the SubsidiariesBusiness of the Company has been disposed of in accordance with the Applicable Laws and any relevant permit. All treatment systems used by the Company to treat waste and emission generated by the operation of its business are in good conditions and comply with all Applicable Laws. 10.5 There are no circumstances in relation to the Company which give rise to any civil, criminal, administrative or other action, claim, suit, complaint, proceeding, investigation, decontamination, remediation or expenditure by any person or Governmental Authority under applicable environmental law in relation to any matter including properties now owned or used or formerly owned or used by the Company. 10.6 At no time has the Company received any notice or intimation alleging a breach of the terms of a permit or alleging any other breach of applicable environmental law; and (v) except 10.7 All assessments, reviews, reports, returns, information, and audits required by applicable environmental law or any permit have been properly carried out and submitted to the extent that any such matter would not reasonably be expected to be materially adverse to appropriate Governmental Authorities and their recommendations and requirements implemented where required by applicable environmental law. 10.8 Other than as disclosed in the Disclosure Letter, the Company and has obtained all the Subsidiaries, taken as a whole, neither environmental approvals required by the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, applicable law for the transportation, disposal or treatment operation of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsCompany’s Business.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) 4.16 of the Seller Disclosure Letter (Schedule or as would not, individually or in the “Environmental Reports”) aggregate, reasonably be expected to have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Lettera Company Material Adverse Effect: (i) to the knowledge of the Company, each of the Company and the U.S. Subsidiaries are and Foreign Subsidiaries (X) is in compliance andwith all, for the last five yearsand has not violated any, have complied with all applicable Environmental Laws, including the possession of (Y) holds all Permits Permits, approvals, identification numbers, licenses and other authorizations required under applicable any Environmental Laws Law to own or operate the its assets as currently owned and operated and to carry on its business as currently it is now being conducted (the “Environmental Permits”), and (Z) is in compliance with their terms all of, and conditionshas not violated any of, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeits respective Environmental Permits; (ii) neither the Company nor any U.S. Subsidiary or Foreign Subsidiary has received any written notice of that it has released, and the Company has not received written notice that any other person has received such a civilnotice that it has released, criminal or administrative suit, claim, action, proceeding or investigation under Hazardous Substances on any Environmental Law relating to any real property or facility currently or formerly owned, leased or operated by the Company or leased by any of themthe U.S. Subsidiaries or Foreign Subsidiaries, except and, to the extent that knowledge of the Company, no Hazardous Substances or other conditions are present at any such matter would not property that could reasonably be expected to be materially adverse to result in liability of or adversely affecting the Company and the Subsidiaries, taken as a whole;or any U.S. Subsidiary or Foreign Subsidiary under any Environmental Law; and (iii) neither the Company nor any U.S. Subsidiary nor any Foreign Subsidiary has received from any Governmental Authority written notice alleging that it has been named the Company or any U.S. Subsidiary or Foreign Subsidiary is or may be named as in violation of, or liable under, or a responsible or potentially responsible party under pursuant to, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (“CERCLA”) or any other Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeand, to the Knowledge knowledge of the Company, there is no portion of basis for any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; andsuch notice. (vb) except Notwithstanding any other provision of this Agreement, this Section 4.16 sets forth the Company’s sole and exclusive representations and warranties with respect to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the SubsidiariesHazardous Substances, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, Environmental Laws or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsother environmental matters.

Environmental Matters. (a) The Company’s existing Phase I Company and its Subsidiaries are and have at all times been in compliance in all material respects with all Environmental Reports set forth in Section 3.13(aLaws. (i) of the Seller Disclosure Letter The Company and its Subsidiaries hold all Permits required pursuant to Environmental Law (the “Environmental ReportsPermits”) to conduct their operations and occupy and use their real properties as they are currently operated, occupied and used, (ii) all such Environmental Permits are in full force and effect, (iii) the Company and its Subsidiaries are and have at all times been made available for inspection by Parent andin compliance in all material respects with all Environmental Permits, (iv) there are no pending or, to the Knowledge of the Company, were accurate and complete in all material respects as threatened, modifications, amendments, cancellations, suspensions, limitations, nonrenewals or revocations of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable any Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)Permit, and in compliance (v) there has occurred no event which (whether with their terms and conditions, except to the extent such noncompliance would not notice or lapse of time or both) could reasonably be expected to be materially adverse to result in or constitute the basis for such a modification, amendment, cancellation, suspension, limitation, nonrenewal or revocation thereof. (c) The Company and the Subsidiariesits Subsidiaries have not Released any Hazardous Materials in, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civilon, criminal at, or administrative suit, claim, action, proceeding or investigation under any real property that require any investigation, remediation, cleanup, removal, or corrective or remedial action pursuant to Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material a liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by of the Company or any of the its Subsidiaries; and. (vd) except to To the extent Knowledge of the Company, there are no locations or premises where Hazardous Materials have been Released such that (A) the Company or any such matter of its Subsidiaries would not reasonably be expected to be materially adverse obligated to investigate, remove, remediate, clean up or otherwise respond to pursuant to any Environmental Laws or (B) would reasonably be expected to result in a liability of the Company or any of its Subsidiaries. (e) There are no Environmental Claims pending, or to the Knowledge of the Company and threatened against the Company or any of its Subsidiaries, taken as a wholeand there no actions, neither activities, circumstances, facts, conditions, events or incidents, including the Company nor any of the Subsidiaries has arranged, by contract, agreementpresence or Release of, or otherwiseexposure to, for any Hazardous Material, which would be reasonably likely to form the transportation, disposal or treatment basis of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to such Environmental LawsClaim.

Environmental Matters. Except for matters that are set forth on Schedule 3.11: (a) The Company’s existing Phase I the Business has been for the previous five years and is in material compliance with all applicable Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Laws and there are no material Liabilities under any Environmental Reports”) have been made available for inspection by Parent and, Law with respect to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports.Business; (b) Except the Leased Real Property has been for as described long as it has been leased by ROI, and is, in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in material compliance and, for the last five years, have complied with all applicable Environmental LawsLaws and there are not material Liabilities under any Environmental Law with respect to the Leased Real Property; (c) to Seller's Knowledge, including neither ROI, Seller nor any predecessor in interest has received from any Person any written notice, demand, claim, letter or request for information, relating to any violation or alleged violation of, or any Liability under, any Environmental Law in connection with or affecting the possession of all Permits required under applicable Environmental Laws Business or related to operate the business as currently conducted Transferred Assets or, to Seller's Knowledge, related to the Leased Real Property; (the “Environmental Permits”)d) there are no writs, and in injunctions, decrees, orders or judgments outstanding, or any actions, suits, proceedings or investigations pending, threatened, relating to compliance with their terms and conditions, except or Liability under any Environmental Law Related to the extent such noncompliance would not Business or related to the Leased Real Property or the Transferred Assets; (e) to Seller's Knowledge, there has been no release, threatened release, contamination or disposal of Hazardous Substances at any third party property, or waste generated by Seller or any of its Affiliate or any legally responsible predecessor corporation thereof, that has given or could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating give rise to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party Liability under any Environmental Law for any site Contaminated by Hazardous Substanceswhich the Business would incur or share Liability; (ivf) except to no property currently or formerly owned or operated in connection with the extent such Contamination would not Business (including soils, groundwater, surface water, buildings and other structures) has been contaminated by ROI, Seller or any Affiliate thereof with any Hazardous Substance that could reasonably be expected to be materially adverse require investigation or remediation under any Environmental Law; (g) Seller has delivered or made available to the Company Buyer and the Subsidiariesits advisors all environmental reports, taken as a wholeaudits, to the Knowledge of the Companyassessments, no portion of any property currently ownedsampling data, leased or occupied by the Company or a Subsidiary is Contaminatedliability analyses, memoranda, and neither studies in the Company nor any possession of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used conducted by the Company Seller or any of the Subsidiaries; and (v) except its Affiliates with respect to compliance under, or Liabilities related to, any Environmental Law with respect to the extent that any such matter would not reasonably be expected to be materially adverse to the Company Business and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsLeased Real Property.

Environmental Matters. Notwithstanding any other provision in this Agreement, this Section 2.16 contains the exclusive representations of ONEOK concerning Environmental Matters. Except as set forth on Schedule 2.16: (a) The Company’s existing Phase I Environmental Reports set forth Each Entity is, and at all times since January 1, 2001 has been, in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws; (b) There have been no releases of Hazardous Materials from, including the possession of all Permits at, on or under any property now owned or leased (or formerly owned or leased) by any Entity which are required under by applicable Environmental Laws to operate the business as currently conducted be remediated (the “Environmental Permits”)or would, and in compliance with their terms and conditionsupon discovery, be required to be remediated) by any Entity, except to for any releases that have been fully remediated or that would not, individually or in the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiariesaggregate, taken as have a wholeMaterial Adverse Effect; (iic) neither the Company Neither ONEOK nor any Subsidiary Entity has received notice of a civil, criminal any written request for information or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice notification that it has been named or may be named as is a responsible or potentially responsible party under CERCLA or any similar state Legal Requirement with respect to any on-site or off-site location for which liability is currently being asserted against them with respect to the activities or operations of the Entities and no Entity has sent or contributed waste to any facility that is subject to a potential claim under CERCLA or any similar state Legal Requirement; (d) There are no material writs, injunctions, decrees, notices of violation, Governmental Orders or judgments outstanding, or any Legal Proceedings pending or, to ONEOK's Knowledge, threatened, involving any Entity relating to (i) its compliance with any Environmental Law for or (ii) the release, discharge, spill, treatment, storage or disposal of Hazardous Materials into the environment at any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action location that would could reasonably be expected to result in any Entity incurring any material liability Liability under Environmental Law; (e) Each Entity has obtained, currently maintains and is in material compliance with all Environmental Permits, and all such Environmental Permits are in effect and no Legal Proceeding is pending with respect to any such Environmental Permit; (f) Except as otherwise disclosed in the Balance Sheet, no material expenditures, capital improvements or obligation relating changes in operation are, or, to the environmental conditions atKnowledge of ONEOK, onwill be, abovenecessary to achieve or maintain compliance with any Environmental Permit or Environmental Law, under or about any properties will be necessary as a condition or assets currently or formerly owned, leased, operated or used by the Company or any result of the Subsidiariesrenewal, amendment or necessary modification of any Environmental Permit; and (vg) except ONEOK has provided or made available to Northern Border all information relevant to the extent that any such matter would not reasonably be expected to be materially adverse to environmental compliance and condition of the Company Entities and all of their respective Business Facilities, and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, estimated or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsreasonably anticipated remediation costs related thereto.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a. Except as described on Schedule 3.19, the Triangle Entities (i) of the Seller Disclosure Letter (the “Environmental Reports”) are, and at all times since February 1, 2010 have been made available for inspection by Parent andbeen, and to the Knowledge of Triangle at all times during the Companyfive year period preceding the date of this Agreement have been, were accurate and complete in compliance in all material respects with Environmental Law, (ii) have received all Environmental Permits required of them under Environmental Law to conduct their respective businesses in all material respects as of the date of such reports. they are currently being conducted, (biii) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance andin all material respects with all terms and conditions of such Environmental Permits, for the last five years(iv) since February 1, 2010, have complied with all applicable Environmental Laws, including not received any notice from or been the possession of all Permits required under applicable Environmental Laws subject to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claimproceeding, actioninvestigation, proceeding claim or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased action by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible other third party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability to or obligation of the Triangle Entities alleging or asserting any violation of Environmental Law or any liability under Environmental Law, which notice, suit, proceeding, investigation, claim or action has not been resolved to the satisfaction of the party giving or asserting it, and (v) to the Knowledge of the Triangle Entities, have not caused a release into the environment of any Hazardous Material in a manner that would reasonably be expected to result in any material liability to or obligation of the Triangle Entities. The Triangle Entities have made available to the Purchaser complete and correct copies of all material environmental reports within the possession of the Triangle Entities relating to the environmental conditions at, on, above, under or about business and any properties or assets currently or formerly real estate owned, leased, or operated or used by the Company Triangle Entities or any of their predecessors in interest. The representations and warranties in this Section 3.19 constitute the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company sole and the Subsidiaries, taken as a whole, neither the Company nor any exclusive representations of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject Triangle Entities with respect to liability for Response Actions pursuant to Environmental Lawsenvironmental matters.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company has not had and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the operations of the Company and the SubsidiariesCompany Subsidiaries since January 1, taken 2013 have been and are in compliance with all Environmental Laws, which compliance has included obtaining, maintaining and complying with any Permits required under all Environmental Law necessary to operate its business as a wholenow being operated; (iib) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the SubsidiariesCompany’s Knowledge, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Company Subsidiaries is subject to any pending or threatened claim, Proceeding or Order which would be reasonably expected to result in the Company or any of the Company Subsidiaries incurring liability under Environmental Laws; (c) to the Company’s Knowledge, there has caused been no Release or taken presence of or exposure to any action Hazardous Substance that would reasonably be expected to result in any material liability Liability or obligation relating to the environmental conditions ata requirement for investigation, on, above, under notification or about any properties or assets currently or formerly owned, leased, operated or used remediation by the Company or any of the Company Subsidiaries under any Environmental Law; (d) to the Company’s Knowledge, no underground storage tanks are located at the properties owned, operated or leased by the Company or any of the Company Subsidiaries, and no such underground storage tanks have released any Hazardous Substance; and (ve) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and has delivered to, or has otherwise Made Available all material investigation reports, studies, audits, test results or similar documents in the Subsidiariespossession, taken as a whole, neither control or custody of the Company nor or any of the Company Subsidiaries has arrangedrelating to environmental, by contract, agreement, health or otherwise, for the transportation, disposal safety matters or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsSubstances.

Environmental Matters. Except for those matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) the operations and business of the Seller Disclosure Letter (Company and the “Environmental Reports”) Company Subsidiaries are, and since January 1, 2017, have been made available for inspection by Parent andbeen, to the Knowledge of the Company, were accurate and complete in compliance in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental LawsLaw, including the possession of all which compliance has included obtaining, maintaining and complying with any Permits required under applicable all Environmental Laws necessary to operate the its business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Company Subsidiary has received any written notice of a civilnonrenewal, criminal suspension or administrative suit, claim, action, proceeding or investigation under termination of any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholePermits; (iiib) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Company Subsidiaries is or has caused in the past three (3) years been subject to any pending or, to the Company’s Knowledge, threatened claim, Proceeding or taken Order, in each case relating to or arising under Environmental Law or Environmental Permits or relating to Hazardous Substances; (c) to the Company’s Knowledge, there has been no Release or presence of or exposure to any action Hazardous Substance that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions ata material requirement for investigation, on, above, under notification or about any properties or assets currently or formerly owned, leased, operated or used remediation by the Company or any of the Subsidiaries; andCompany Subsidiaries under any Environmental Law; (vd) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary has received any written notice, report or other information of or entered into any legally binding agreement, Order, settlement, judgment, injunction, indemnity or decree involving uncompleted, outstanding or unresolved violations, liabilities or requirements on the part of the Company or respective Company Subsidiaries relating to or arising under Environmental Laws or Environmental Permits or relating to Hazardous Substances; and (e) the Company has arrangedprovided all Phase I and Phase II reports, by contractand any other material environmental reports, agreementaudits, assessments or otherwise, for evaluations relating to the transportation, disposal compliance of the Company and the Company Subsidiaries with Environmental Law or treatment the environmental condition of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsthe Leased Property.

Environmental Matters. Except as otherwise set forth on Company Disclosure Schedule 3.1(n): (ai) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) operations of the Seller Disclosure Letter Company and the Company Subsidiaries (including the “Low Pressure System) are, and since January 1, 2012, have been, in compliance in all material respects with all applicable Environmental Reports”Laws; (ii) have been made available for inspection by Parent andNo judicial or administrative proceedings or investigations are pending or, to the Knowledge of the Company, were accurate and complete in all material respects as threatened against the Company or any of the date Company Subsidiaries alleging the violation of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all any applicable Environmental Laws, including and no notice from any Governmental Authority or any private or public Person has been received by the possession Company or any of all Permits required under the Company Subsidiaries claiming any violation of any applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to by the Company and the Subsidiariesor any Company Subsidiary, taken as a whole; (ii) neither the Company nor or requiring any Subsidiary has received notice material remediation of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any real property or facility currently or formerly owned, operated or leased by the Company or any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeincluding the Owned Real Property, that is necessary to comply with any applicable Environmental Laws and that has not been complied with or otherwise resolved; (iii) neither All material permits, registrations, licenses and authorizations required to be obtained or filed by the Company nor or any Subsidiary has received from of the Company Subsidiaries under any Governmental Authority written notice that it has applicable Environmental Laws in connection with the Company’s or any of the Company Subsidiaries’ operations (including the Low Pressure System) have been named duly obtained or may filed for, except where the failure to have obtained or filed such permits, registrations, licenses and authorizations would not be named reasonably likely to materially impair the operations of the Company and the Company Subsidiaries taken as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substanceswhole. Since January 1, 2012, the Company and the Company Subsidiaries (including the Low Pressure System) and the occupation of the Owned Real Property have complied in all material respects, and are in compliance in all material respects, with each such permit, registration, license and authorization, and each is in full force and effect; (iv) except To the Knowledge of the Company, none of the following exists at any Owned Real Property: (A) underground storage tanks, (B) asbestos containing material in any form or condition, (C) materials or equipment containing polychlorinated biphenyls, or (D) landfills, surface impoundments, or disposal areas which, in each case, would be reasonably likely to the extent such Contamination would not reasonably be expected to be materially adverse result in Damages to the Company and the Subsidiaries, taken as a wholeresult of a violation of Environmental Law; (v) There is no, and to the Company’s Knowledge, has not been, any release, transport or disposal, or arrangement for transport or disposal, of Hazardous Materials (x) at or from the Owned Real Property or (y) to the Knowledge of the Company, no portion from any real property offsite the Owned Real Property, in each case of any property currently owned(x) or (y), leased which would give rise to material liabilities or occupied by remedial obligations of the Company or a any Company Subsidiary is Contaminated, and neither under applicable Environmental Laws; (vi) Neither the Company nor any of the Subsidiaries Company Subsidiary has caused or taken any action that would reasonably be expected to result in expressly assumed by written contract any material liability or liability, including any material obligation for remedial action, of any Person (other than a Governmental Authority) relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws. Environmental matters are addressed only in this Section 3.1(n) and not by other representations and warranties made herein.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) of Schedule 3.18 and except as, individually or in the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andaggregate, could not reasonably be expected to the Knowledge of the Company, were accurate and complete result in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Lettera Material Adverse Effect: (i) the Company The Companies and the Subsidiaries their businesses, operations and Real Property are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)with, and in compliance with their terms and conditionsthe Companies have no liability under, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeEnvironmental Law; (ii) neither The Companies have obtained all Environmental Permits required for the Company nor conduct of their businesses and operations, and the ownership, operation and use of their property, under Environmental Law, all such Environmental Permits are valid and in good standing; (iii) There has been no Release or threatened Release of Hazardous Material on, at, under or from any Subsidiary has received notice Real Property or facility presently or formerly owned, leased or operated by the Companies or their predecessors in interest that could result in liability by the Companies under Environmental Law; (iv) There is no Environmental Claim pending or, to the knowledge of a civilthe Companies, criminal threatened against the Companies, or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property the Real Property currently or formerly owned, leased or operated by the Companies or relating to the operations of the Companies, and there are no actions, activities, circumstances, conditions, events or incidents that could form the basis of such an Environmental Claim; (v) No Real Property or facility currently owned, operated or leased by the Companies and, to the knowledge of the Companies, no Real Property or facility formerly owned, operated or leased by the Companies or any of themtheir predecessors in interest is (A) listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or (B) listed on the Comprehensive Environmental Response, except Compensation and Liability Information System promulgated pursuant to the extent that CERCLA or (C) included on any similar list maintained by any Governmental Authority including any such matter would not reasonably be expected list relating to be materially adverse to the Company and the Subsidiaries, taken as a wholepetroleum; (iiivi) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it No material Lien has been named or may be named as a responsible or potentially responsible party recorded or, to the knowledge of any Company, threatened under any Environmental Law for with respect to any site Contaminated by Hazardous SubstancesReal Property or other assets of the Companies; (ivvii) except The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not require any notification, registration, filing, reporting, disclosure, investigation, remediation or cleanup pursuant to any Governmental Real Property Disclosure Requirements or any other Environmental Law; and (viii) The Companies have made available to the extent such Contamination would not Lenders all material records and files in the possession, custody or control of, or otherwise reasonably be expected to be materially adverse to available to, the Company and Companies concerning compliance with or liability under Environmental Law, including those concerning the Subsidiaries, taken as a whole, to the Knowledge existence of the Company, no portion of any property currently owned, leased Hazardous Material at Real Property or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets facilities currently or formerly owned, leasedoperated, operated leased or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsCompanies.

Environmental Matters. Except as set forth on Schedule 4.28: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Neither Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary Company Entity has received any written notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under violation of any Environmental Law relating to any property Company Entity or facility currently the Assets where such violation has not been cured or formerly ownedotherwise remedied; (b) With respect to each Asset, operated there has been no disposal, since the date Seller or leased the applicable Company Entity acquired such Asset, offsite from the Operated Assets (or, to Seller’s Knowledge, the Non-Operated Assets) by the Company Entities or (to Seller’s Knowledge) any of themtheir contractors of any Hazardous Materials other than in accordance with Environmental Laws; (c) Seller has made available for review by Buyer and its representatives all documents and correspondence in Seller’s, except its Affiliates’ or any Company Entity’s possession pertaining to potentially material environmental Obligations associated with the extent Assets; (d) To Seller’s Knowledge, no Company Entity or Asset is in violation of any Environmental Law; (e) With respect to each Asset, to Seller’s Knowledge, there has been no release, since the date Seller or the applicable Company Entity acquired such Asset, into the environment of any Hazardous Material that any such matter would not could reasonably be expected to cause any Company Entity or any Asset to be materially adverse subject to the Company and the Subsidiaries, taken as a wholematerial Remediation obligation pursuant to Environmental Laws; (iiif) neither With respect to each Asset, to Seller’s Knowledge, since the date Seller or the applicable Company nor any Subsidiary Entity acquired such Asset, Seller or each Company Entity, as applicable, has received from any Governmental Authority written notice that maintained all material Permits required of it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except with respect to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the SubsidiariesOperated Assets; and (vg) except To Seller’s Knowledge, no event has occurred which permits, or after the giving of notice or lapse of time or both, would permit, the revocation or termination of any Permit required under Environmental Law with respect to the extent that any such matter would not reasonably be expected to be materially adverse Assets. Notwithstanding anything to the Company contrary herein, this Section 4.28 contains the sole and the Subsidiaries, taken as a whole, neither the Company nor exclusive representations and warranties of Seller with respect to any of the Subsidiaries has arranged, by contract, agreement, matters arising under any Environmental Laws or otherwise, for the transportation, disposal or treatment of related to Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterials.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described would not reasonably be expected to have, individually or in Section 3.13(b) of the Seller Disclosure Letter: aggregate, a Business Material Adverse Effect, (i) the Company Business, the Seller’s and the Subsidiaries are in compliance andSeller Subsidiaries’ operation of the Business, for and the last five yearsAcquired Assets comply, and since the date that is two (2) years prior to the date hereof have complied complied, with all applicable Environmental Laws, including (ii) with respect to the possession Acquired Assets or the Business, neither Seller nor any Seller Subsidiary has received in the past two (2) years any currently unresolved written notice of any violation of, or any Liability under, any Environmental Laws, (iii) Seller and all Seller Subsidiaries have obtained all necessary Permits required under applicable any Environmental Laws in connection with the operation of the Business or the ownership of the Acquired Assets, (iv) there are no pending Actions relating, or to operate the business as currently conducted (the “Environmental Permits”)Seller’s Knowledge, and in compliance with their terms and conditionsthreatened Actions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal under or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property Environmental Law, including as to Seller’s use, handling, transportation, treatment, storage, disposal, release or facility currently or formerly owneddischarge of Regulated Substances, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating Liability under any Environmental Laws, and (v) in regard to the environmental conditions atBusiness or the Acquired Assets, onnone of the Seller and the Seller Subsidiaries has released or disposed of any Regulated Substances, above, under and Regulated Substances have not otherwise been released or about any properties disposed of at or assets currently or formerly owned, leased, operated or used by the Company or from any of the Subsidiaries; and (v) except to the extent Acquired Assets, in a manner or condition that any such matter would not reasonably be expected to be materially adverse to result in any Liability under any Environmental Laws. Notwithstanding any other provisions of this Agreement, Purchaser acknowledges and agrees that the Company representations and warranties contained in this Section 3.12 and in Section 3.3, Section 3.6, Section 3.14, Section 3.15 and Section 3.20 hereof are the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, only representations and warranties given by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant Seller with respect to Environmental Laws, and no other provisions of this Agreement shall be interpreted as containing any representation or warranty with respect thereto.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except for matters that, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five yearsaggregate, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), not had and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company have a Qwest Material Adverse Effect: (a) Qwest and the SubsidiariesQwest Subsidiaries are in compliance with all Environmental Laws, taken as and neither Qwest nor any Qwest Subsidiary has received any written communication from a wholeGovernmental Entity that alleges that Qwest or any Qwest Subsidiary is in violation of, or has liability under, any Environmental Law or any Permit issued pursuant to Environmental Law; (iib) neither Qwest and the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under Qwest Subsidiaries have obtained and are in compliance with all Permits issued pursuant to any Environmental Law relating applicable to any property Qwest, the Qwest Subsidiaries and the Qwest Properties and all such Permits are valid and in good standing and will not be subject to modification or facility currently revocation as a result of the transactions contemplated by this Agreement (it being agreed that for purposes of this Section 4.13(b), effects resulting from or formerly owned, operated arising in connection with the matters set forth in clause (iv) of the definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Qwest Material Adverse Effect has occurred or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeoccur); (iiic) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any there are no Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeClaims pending or, to the Knowledge of Qwest, threatened against Qwest or any of the Company, Qwest Subsidiaries; (d) there have been no portion Releases of any property currently ownedHazardous Material that could reasonably be expected to form the basis of any Environmental Claim against Qwest or any of the Qwest Subsidiaries or against any Person whose liabilities for such Environmental Claims Qwest or any of the Qwest Subsidiaries has, leased or occupied may have, retained or assumed, either contractually or by the Company or a Subsidiary is Contaminated, and operation of Law; and (e) neither the Company Qwest nor any of the Qwest Subsidiaries has caused retained or taken assumed, either contractually or by operation of law, any action liabilities or obligations that would could reasonably be expected to result in form the basis of any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company Environmental Claim against Qwest or any of the Qwest Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except as has not had and would not reasonably be expected to have, individually or in Section 3.13(a) of the Seller Disclosure Letter (aggregate, a Company Material Adverse Effect, the “Environmental Reports”) Company and its Subsidiaries are, and have been made available since March 31, 2018, in compliance with all applicable Environmental Laws, including possessing and complying with all Permits required for inspection by Parent andtheir respective ownership and operations under applicable Environmental Laws. (b) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there is no Proceeding pending or, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) threatened against the Company and the or any of its Subsidiaries are in compliance andunder or pursuant to any Environmental Law, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary of its Subsidiaries has received written notice from any Person, including any Governmental Entity, alleging that they have been or are in violation of a civil, criminal any applicable Environmental Law or administrative suit, claim, action, proceeding or investigation otherwise may be liable under any applicable Environmental Law relating to any property Law, which violation or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company liability is unresolved and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from is a party or subject to any Governmental Authority written notice that it has been named administrative or may be named as a responsible or potentially responsible party under judicial Order pursuant to any Environmental Law for any site Contaminated by Hazardous Substances;Law. (ivc) except to the extent such Contamination Except as has not had and would not reasonably be expected to be materially adverse have, individually or in the aggregate, a Company Material Adverse Effect, (i) with respect to the Company and the Subsidiaries, taken as a wholeany real property that is currently or, to the Knowledge of the Company, no portion of any property currently ownedwas formerly owned or leased, leased or occupied as the case may be, by the Company or its Subsidiaries, there have been no releases, spills or discharges of Hazardous Substances on or underneath any of such real property in a Subsidiary is Contaminatedmanner that requires reporting, investigation, assessment, cleanup, removal, remediation or other responsive action or would otherwise give rise to any material liability or obligation on the part of the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries is subject to any material liability for any Hazardous Substance disposal or contamination on any third party property. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no other circumstances or conditions involving the Company or any of its Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability liability, cost or obligation restriction on, or Proceeding related to, the ownership, use, or transfer of any property pursuant to any Environmental Law. (e) The Company has delivered to Parent true, complete and correct copies of all material environmental reports, studies, assessments, sampling data and other environmental information in its possession or control relating to the environmental conditions at, on, above, under Company or about any its Subsidiaries or their respective current and former properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsoperations.

Environmental Matters. (a) The Company’s existing Phase I Except as has not resulted in and would not reasonably be expected to result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries are and since January 1, 2012 and have been, in compliance in all material respects with all applicable Environmental Reports set forth in Section 3.13(aLaws; and (ii) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete all Company Products comply with the restricted substance requirements set forth in all material respects as Annex II of the date of such reportsEU RoHS Directive. (b) Except as described has not resulted in Section 3.13(b) of the Seller Disclosure Letter: and would not reasonably be expected to result in a Company Material Adverse Effect, (i) the Company and its Subsidiaries hold and maintain all of the Environmental Permits necessary for the operations of the Company or any of its Subsidiary as such activities are currently being conducted; (ii) all such Environmental Permits are valid and in full force and effect; (iii) the Company and its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession covenants and conditions of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “such Environmental Permits”), ; and in compliance with their terms and conditions, except (iv) to the extent such noncompliance Knowledge of the Company, no circumstances exist that would reasonably be expected to cause any Environmental Permit to be revoked, modified, or rendered non-renewable upon payment of the permit fee. (c) Except as has not resulted in and would not reasonably be expected to be materially adverse result in a Company Material Adverse Effect, (i) no Legal Proceeding is pending, or to the Knowledge of the Company, threatened, concerning or relating to any Environmental Law, Environmental Permit, or any Hazardous Materials Activity with respect to the Company or any of its Subsidiaries and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of any written information request from any Governmental Entity pursuant to Environmental Law. (d) Except in material compliance with Environmental Laws or in a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent manner that any such matter would not reasonably be expected to be materially adverse to result in a Company Material Adverse Effect, (i) no Hazardous Materials are present on any Business Facility currently owned, operated, or leased by the Company and or any Subsidiary or were present on any other Business Facility at the time it ceased to be owned, operated, or leased by the Company, any of its Subsidiaries, taken as a whole;or any of their predecessors, in each case which Hazardous Materials would reasonably be expected to require the Company or its Subsidiaries to conduct any investigation or remedial action pursuant to Environmental Law; and (ii) no lien imposed pursuant to Environmental Law is present on any Owned Real Property. (iiie) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named Except as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the a Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeMaterial Adverse Effect, neither the Company nor any of the its Subsidiaries has arrangedentered into any Contract that requires it to guarantee, by contractreimburse, agreementpledge, defend, hold harmless or otherwise, for the transportation, disposal or treatment of Hazardous Substances at indemnify any location that is subject other party with respect to liability for Response Actions pursuant to liabilities arising under Environmental Laws. (f) To the Knowledge of the Company, the Company has delivered or made available to Parent all material environmental records prepared in the past four (4) years and in the Company’s and its Subsidiaries’ possession concerning any material non-compliance with or material violation of Environmental Laws or Environmental Permits by the Company or its Subsidiary, environmental site assessments of any Business Facility in the possession of the Company or its Subsidiaries.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) Subject NTX Operations have been made available for inspection by Parent andconducted since June 1, to the Knowledge of the Company2014, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “and Environmental Permits”), and in compliance with their terms and conditions, except where the failure to so conduct the extent such noncompliance Subject NTX Operations would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a whole;NTX Material Adverse Effect. (iib) neither The SU Entities hold all material Environmental Permits necessary to conduct the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility Subject NTX Operations as they are currently or formerly owned, operated or leased by any of themconducted, except where the failure to the extent that any hold such matter Permits would not reasonably be expected to have a NTX Material Adverse Effect. (c) Except as do not affect the NTX Assets or the Subject NTX Operations in any material respect and for which SDTS would not be materially adverse subject to any material liability from acquiring the Company and the Subsidiaries, taken NTX Package as a whole; (iii) neither result of the Company nor any Subsidiary has received from any Governmental Authority Merger, since June 1, 2014, no written notice that it notification, demand, request for information, citation, complaint, Legal Proceeding or Order has been named issued to or may be named as a responsible filed against any SU Entity relating to any alleged failure to comply with or potentially responsible party any Liability arising under any Environmental Law or the suspension, revocation or non-renewal of any Environmental Permit, except for such notifications, demands, requests, citations, complaints, Legal Proceedings or Orders that have been fully and finally resolved without further material Liability on the part of any site Contaminated by Hazardous Substances;SU Entity. (ivd) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the SubsidiariesSince June 1, taken as a whole, to the Knowledge of the Company2014, no portion SU Entity has generated, treated, stored or disposed of any property currently owned(or arranged for the generation, leased treatment, storage, or occupied by the Company or a Subsidiary is Contaminateddisposal of), and neither the Company nor no SU Entity or SU Related Person has Released any of the Subsidiaries has caused or taken any action Hazardous Materials in a manner that would reasonably be expected to result in material environmental Liability on the part of SDTS following the Closing. (e) Since June 1, 2014, except as does not affect the NTX Assets, there has been no Release by any SU Entity or SU Related Person in violation of or that could result in material liability under any Environmental Law or that requires reporting, monitoring, investigation, or remediation pursuant to any Environmental Law. (f) To the Knowledge of SU, SU has made available, or caused to be made available, to SDTS and Oncor copies of all material environmental reports or assessments prepared since June 1, 2014 that are in the possession or control of any SU Entity with respect to compliance by any SU Entity with Environmental Laws, the environmental condition of any NTX Assets, or any environmental Liability of any SU Entity related to the NTX Assets or the Subject NTX Operations. (g) Since July 13, 2010, no SU Entity has assumed any material liability or obligation environmental liabilities of another Person that are included in the NTX Liabilities. (h) The representations and warranties set forth in this Section 4.11 are the sole and exclusive representations and warranties of SU with respect to matters relating to the environmental conditions at, on, above, under Environmental Laws or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterials.

Environmental Matters. With respect to the Purchased Assets and the ownership or operation thereof by Seller, to Seller's Knowledge, except as disclosed in Schedule 4.10: (a) The Company’s existing Phase I Seller has obtained and holds all material Environmental Reports set forth Permits used in Section 3.13(a) or necessary for the ownership or operation of the Purchased Assets as presently conducted; (b) Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete is in compliance in all material respects as with all terms, conditions and provisions of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental LawsLaws and (ii) all material Environmental Permits; (c) there are no pending or threatened Environmental Claims relating to or with respect to the Purchased Assets, including and Seller is not aware of any facts or circumstances which could reasonably be expected to form the possession basis for any material Environmental Claim with respect to the Purchased Assets; (d) no Releases of all Permits required Hazardous Substances have occurred at, from, in, to, on, adjacent to or under the Site and no Hazardous Substances are present in, on, about or migrating to or from the Site that would give rise to a material liability of Seller under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditionsfor Remediation of Hazardous Substances, except to for the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeRemediation contemplated by Section 6.17; (iie) neither Seller has not transported or arranged for the Company nor treatment, storage, handling, disposal or transportation of any Subsidiary has received notice of Hazardous Substance from the Site to any off-Site location which is an Environmental Clean-up Site; (f) the Site is not a civilcurrent or proposed Environmental Clean-up Site; (g) except for Permitted Encumbrances, criminal there are no Encumbrances existing under or administrative suit, claim, action, proceeding or investigation under pursuant to any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except with respect to the extent Purchased Assets and there are no facts, circumstances, or conditions that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would could reasonably be expected to result in a material Encumbrance under any material liability or obligation relating Environmental Law with respect to the ownership, occupancy, development, use or transferability of the Purchased Assets; (h) there are not, at the Site (i) any underground storage tanks, active or abandoned, (ii) polychlorinated-biphenyl-containing equipment or (iii) asbestos-containing material, in any such case (i), (ii) or (iii) that requires removal or Remediation under applicable Environmental Law; (i) there have been no environmental conditions atinvestigations, onstudies, aboveaudits, under tests, reviews or about other analyses concerning the Purchased Assets conducted by or on behalf of Seller, or which are in the possession of Seller, revealing any properties or assets currently or formerly owned, leased, operated or used by the Company violation of applicable Environmental Law or any Release of the SubsidiariesHazardous Substances that have not been made available to Buyer prior to execution of this Agreement; and (vj) except there are no pending claims by Seller against comprehensive general liability and excess insurance carriers for any Loss resulting from, relating to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to arising from Environmental LawsClaims.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects Schedule 8.16 or as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would could not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as result in a whole;Material Adverse Change or Effect: (iia) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly The properties owned, operated or leased by Borrower and each Subsidiary (the "Properties") do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, or (ii) could reasonably be expected to give rise to liability under, Environmental Laws, which violations and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Change; (b) All Environmental Permits have been obtained and are in effect with respect to the Properties and operations of themBorrower and each Subsidiary, and the Properties and all operations of Borrower and each Subsidiary are in compliance, and have been in compliance, with all Environmental Laws and all necessary Environmental Permits, except to the extent that such non compliance or failure to obtain any such matter would necessary permits, in the aggregate, could not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in a Material Adverse Change; (c) Neither Borrower nor any material liability Subsidiary has received any notice of an Environmental Claim in connection with the Properties or obligation relating the operations of Borrower or such Subsidiary or with regard to any Person whose liabilities for environmental matters Borrower or such Subsidiary has retained or assumed, in whole or in part, contractually, which, in the environmental conditions ataggregate, oncould reasonably be expected to result in a Material Adverse Change, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company nor does Borrower or any of the SubsidiariesSubsidiary have knowledge that any such notice will be received or is being threatened; and (vd) except to Hazardous Materials have not been transported from the extent Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in a manner that any such matter would not could reasonably be expected to be materially adverse give rise to liability under any Environmental Law, nor has Borrower or any Subsidiary retained or assumed any liability contractually, with respect to the Company and the Subsidiariesgeneration, taken as a wholetreatment, neither the Company nor any storage or disposal of the Subsidiaries has arrangedHazardous Materials, by contractwhich transportation, agreementgeneration, treatment, storage or disposal, or otherwiseretained or assumed liabilities, for in the transportationaggregate, disposal or treatment of Hazardous Substances at any location that is subject could reasonably be expected to liability for Response Actions pursuant to Environmental Lawsresult in a Material Adverse Change.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) During the period of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection ownership or operation by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the or any of its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility its currently or formerly owned, leased or operated properties, there have been no Releases of Hazardous Materials in, on, under or leased by any of them, except to the extent that affecting any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in liability to or require expenditures by the Company and/or any material liability of its Subsidiaries in excess of $100,000 individually or obligation relating $500,000 in the aggregate; (b) to the environmental conditions atknowledge of the Company, onprior to and after, aboveas applicable, under the period of ownership or about any properties or assets currently or formerly owned, leased, operated or used operation by the Company or any of the Subsidiaries; and (v) except to the extent that its Subsidiaries of any of its currently or formerly owned, leased or operated properties, there were no Releases of Hazardous Materials in, on, under or affecting any such matter property that would not reasonably be expected to be materially adverse result in liability to or require expenditures by the Company and/or any of its Subsidiaries in excess of $100,000 individually or $500,000 in the aggregate; (c) each of the Company and the Subsidiaries, taken as a whole, neither its Subsidiaries is in compliance in all material respects with all Environmental Laws; (d) each of the Company nor and its Subsidiaries has obtained or has taken appropriate steps, as required by Environmental Laws, to obtain all environmental, health and safety permits, consents, licenses and other authorizations necessary for the operation of its respective businesses and the ownership and/or operation of each property leased, owned or operated by it (collectively, “Environmental Permits”) except for such permits, consents, licenses and other authorizations the failure of which to hold would not have or reasonably be expected to have, individually or in the aggregate, (i) a material adverse effect on the operations of any Company Facility (a “Facility MAE”) or (ii) a Material Adverse Effect on the Company, and all Environmental Permits are in good standing except for such Environmental Permits, whose lack of good standing would not have or reasonably be expected to have, individually or in the aggregate, a Facility MAE or a Material Adverse Effect on the Company, and there has been no change in the facts or circumstances reported or assumed in the applications for or the granting of the Subsidiaries has arranged, by contract, agreement, Environmental Permits except for such changes which would not have or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject reasonably be expected to liability for Response Actions pursuant to Environmental Laws.have,

Environmental Matters. Except for such matters that would not reasonably be expected to have, individually or in the aggregate, a material and adverse effect on the Business or the Company (but disregarding any Excluded Liabilities): (a) The Company’s existing Phase I All Environmental Reports set forth in Section 3.13(a) Permits that are necessary for the operation of the Seller Disclosure Letter (the “Environmental Reports”) Business as it is currently being operated have been made available obtained or timely applied for inspection by Parent and, to and are in full force and effect and the Knowledge Company is in compliance with the requirements of the Company, were accurate and complete in all material respects as of the date of such reportsapplicable Environmental Laws (disregarding any Excluded Liability). (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) for matters that have been fully resolved, the Company and the Subsidiaries are in compliance andis not, for the last five yearsnor since December 31, have complied with all applicable 2015 has been, subject to any consent decree, agreement, or Order arising under Environmental Laws, or received any written notice or report regarding any actual or alleged violation of Environmental Laws, or any liabilities or potential liabilities, including the possession of all Permits required any investigatory, remedial, or corrective obligations, arising under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”in each case, disregarding any Excluded Liability), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole;. (iic) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to To the Knowledge of the CompanySeller, there is and has been no portion of any property currently ownedRelease from, leased in, on, or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor beneath any of the Subsidiaries has caused Real Property (except as permitted pursuant to Environmental Laws or taken any action Environmental Permits held by the Company), that would reasonably be expected to result in form the basis for any material liability or obligation relating Environmental Claims against the Company. (d) There are no Environmental Claims existing, pending or, to the environmental conditions atKnowledge of Seller, onthreatened in writing against, aboveor related to, under the Business or about any properties or assets currently or formerly owned, leased, operated or used by the Company or (disregarding any of the Subsidiaries; andExcluded Liabilities) that have not been fully and finally resolved. (ve) except to the extent There are no Phase I or Phase II environmental assessments prepared since December 31, 2016 that any such matter are in Seller’s possession that describe environmental matters that would not reasonably be expected to be materially adverse material to the Company and the Subsidiaries, taken as a whole, neither Business or the Company nor (disregarding any Excluded Liabilities). (f) The representations and warranties contained in this Section 3.16 are the sole and exclusive representations and warranties of the Subsidiaries has arrangedSeller relating to Environmental Permits, by contractEnvironmental Laws, agreementEnvironmental Claims, Releases of Hazardous Materials, or otherwiseother environmental matters, for the transportationand no other representation or warranty of Seller contained herein shall be construed to relate to Environmental Permits, disposal or treatment Environmental Laws, Environmental Claims, Releases of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterials, or other environmental matters.

Environmental Matters. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are each Company Subsidiary are, and have been since January 1, 2015, in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to b) the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor Subsidiaries possess all permits and approvals issued pursuant to any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental applicable Law relating to any property or facility currently or formerly ownedthe protection of the environment or, operated or leased by any as such relates to exposure to Hazardous Materials, to health and safety (“Environmental Laws”) that are required to conduct the business of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the SubsidiariesCompany Subsidiaries as it is currently conducted, taken and are, and have been since January 1, 2015, in compliance with all such permits and approvals, (c) no releases of (i) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls, or (ii) any waste, material or substance defined as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named “hazardous” substance, “hazardous” material, or may be named as a responsible “hazardous” waste, “pollutant” or potentially responsible party analogous terminology under any applicable Environmental Law for (“Hazardous Materials”) have occurred at, on, from or under any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholereal property currently or, to the Knowledge of the Company’s Knowledge, no portion of any property currently owned, leased formerly owned or occupied operated by the Company or any Company Subsidiary in a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action manner that would reasonably be expected to result in a liability under any material liability or obligation relating to the environmental conditions atEnvironmental Laws, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (vd) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any Company Subsidiary has received any written claim or notice from any Governmental Authority or other Person alleging that the Company or any Company Subsidiary is or may be in violation of or liable under, any Environmental Law and (e) neither the Subsidiaries Company nor any Company Subsidiary has arranged, by contract, agreement, entered into or otherwise, for the transportation, disposal agreed to any consent decree or treatment of Hazardous Substances at any location that order or is subject to liability for Response Actions pursuant any judgment, decree or judicial order relating to compliance with Environmental LawsLaws or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials.

Environmental Matters. Notwithstanding anything to the contrary contained in this Agreement: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) Company and its operations comply and have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete at all times complied in all material respects as with all applicable laws, regulations and other requirements of Governmental Entities or duties under the date common law relating to toxic or hazardous substances, wastes, pollution or to the protection of health, safety or the environment (collectively, "ENVIRONMENTAL LAWS") and have obtained and maintained in effect all licenses, permits and other authorizations or registrations (collectively "ENVIRONMENTAL PERMITS") required under all Environmental Laws and are in material compliance with all such reportsEnvironmental Permits. (b) Except as described in The Company has not performed, failed to perform or suffered any act which could reasonably be expected to give rise to, or has otherwise incurred, material liability to any person (governmental or not) under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 3.13(b) of the Seller Disclosure Letter: 9601 et seq. (i) the Company and the Subsidiaries are in compliance and"CERCLA"), for the last five years, have complied with all applicable or any other Environmental Laws, including the possession nor has it received notice of all Permits required under applicable Environmental Laws to operate the business as currently conducted any such liability or any claim therefor. (the “Environmental Permits”), and c) Other than commonly used products in compliance with their terms and conditions, except to the extent such noncompliance quantities that would not reasonably be expected to present a material risk to health, safety or the environment, no hazardous substance, hazardous waste, contaminant, pollutant or toxic substance (as such terms are defined in or otherwise subject to any applicable Environmental Law and collectively referred to herein as "HAZARDOUS MATERIALS") has been released, placed, disposed of or otherwise come to be materially adverse to located on, at, beneath or near any of the assets or properties owned or leased by the Company and the Subsidiaries, taken as a whole; (ii) neither at any time or any other property in violation of any Environmental Laws such that the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation could be subject to material liability under any Environmental Law relating Laws. (d) The Company has not exposed any employee or third party to any property Hazardous Materials or facility currently or formerly owned, operated or leased by conditions that could subject it to any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party material liability under any Environmental Law for any site Contaminated by Hazardous Substances;Laws. (ive) except to the extent such Contamination would The Company does not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased now own or occupied by the Company or a Subsidiary is Contaminatedoperate, and neither has never owned or operated, aboveground or underground storage tanks. (f) To the Company nor any knowledge of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any Member, with respect to any or all of the Subsidiaries; andreal properties leased at any time by the Company, there are no asbestos-containing materials, urea formaldehyde insulation, polychlorinated biphenyls or lead-based paints present at any such properties. (vg) except There are no pending or, to the extent that knowledge of the Company or any such matter would not reasonably be expected to be materially adverse Member, threatened administrative, judicial or regulatory proceedings, or, to the Company and the Subsidiaries, taken as a whole, neither knowledge of the Company nor or any Member, any threatened actions or claims, or any consent decrees or other agreements in effect that relate to environmental conditions in, on, under, about or related to the Company, its operations or the real properties leased or owned by the Company at any time. (h) The Company has delivered to Buyer copies of all written environmental assessments, audits, studies and other environmental reports in its possession or reasonably available to it relating to any of the Subsidiaries has arranged, by contract, agreement, current or otherwise, for former businesses of the transportation, disposal Company or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsits operations.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except as disclosed in Section 3.13(a) 3.14 of the Seller Company Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andSchedule, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and its subsidiaries and, to the Subsidiaries knowledge of the Company, all real property owned, leased or operated by the Company and its subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business except as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not have or would not reasonably be expected likely to be materially adverse to have, individually or in the aggregate, a Material Adverse Effect on the Company; (ii) the Company and its subsidiaries have obtained and currently possess and maintain all permits required by Environmental Laws (collectively, "COMPANY ENVIRONMENTAL PERMITS") for each of their respective operations, all such Company Environmental Permits are in good standing, and the SubsidiariesCompany and its subsidiaries are in compliance with the terms and conditions of such Company Environmental Permits, taken except in each such case as would not have or would not reasonably be likely to have, individually or in the aggregate, a whole; Material Adverse Effect on the Company; (iiiii) neither the Company and its subsidiaries nor any real property currently or, to the knowledge of the Company, formerly owned, leased or operated by the Company or its subsidiaries is subject to any pending or, to the knowledge of the Company, threatened Environmental Claim; (iv) neither the Company nor any Subsidiary of its subsidiaries has received notice generated, arranged for the disposal of a civil, criminal or administrative suit, claim, action, proceeding or investigation under otherwise caused to be disposed of any Environmental Law relating to Hazardous Material at any property or facility currently or formerly owned, operated or leased by any of them, except to off-site location at which the extent that any such matter Company and its subsidiaries would not reasonably be expected to be materially adverse liable for undertaking or paying for any investigation or any other action to respond to the Company and the Subsidiariesrelease or, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination knowledge of the Company, threatened release of any Hazardous Material or would not reasonably be expected to be materially adverse required to pay natural resource damages, except in any such case as would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; (v) no Company and the Subsidiaries, taken as a wholeProperty or any property currently or, to the Knowledge knowledge of the Company, no portion of any property currently formerly owned, leased or occupied operated by the Company and its subsidiaries has been the subject of any treatment, storage, disposal, accumulation, generation, or a Subsidiary is Contaminated, and neither the Company nor release of Hazardous Materials in any of the Subsidiaries has caused or taken any action that manner which would reasonably be expected to result in give rise to liability under Environmental Laws or need to undertake any material liability action to respond to such Hazardous Materials, except as would not have or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; (vi) there are no wetlands at any of the Company Properties nor is any Company Property subject to any current or, to the knowledge of the Company, threatened environmental deed restriction, use restriction, institutional or engineering control, except as would not have or would not reasonably be materially adverse likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; (vii) the Company and its subsidiaries have made available to Parent all environmental audits, reports and other material environmental documents in their possession relating to their current and, to the Subsidiaries, taken as a whole, neither extent the Company nor any or its subsidiaries have knowledge that they are potentially liable, their formerly owned or operated properties, facilities or operations; (viii) no capital expenditures are presently required to maintain or achieve compliance with Environmental Laws, except as would not have or would not reasonably be likely to have, individually or in the aggregate, a Material Adverse Effect on the Company; and (ix) to the knowledge of the Subsidiaries has arrangedCompany, there are no underground storage tanks, polychlorinated biphenyls ("PCB") or PCB-containing equipment, except for PCB or PCB-containing equipment owned by contract, agreementutility companies, or otherwise, for the transportation, disposal asbestos or treatment of Hazardous Substances asbestos-containing materials at any location that is subject Company Property, except as would not have or would not reasonably be likely to liability for Response Actions pursuant to Environmental Laws.have, individually or in the aggregate, a Material Adverse Effect on the Company. As used in this Agreement:

Environmental Matters. (a) The Company’s existing Phase I Except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect: (i) the Company Entities are, and since November 14, 2017 have been, operated in compliance with all Environmental Reports set forth in Section 3.13(a) Laws, which compliance includes obtaining, maintaining and complying with all Governmental Authorizations required under Environmental Laws for the operation of the Seller Disclosure Letter Company Entities; (ii) none of the “Environmental Reports”) have been made available for inspection by Parent andCompany Entities has received any written or, to the Knowledge of the Company, were accurate and complete in all material respects as other notice or other communication, whether from a Governmental Body, citizens group, Company Associate or otherwise, that alleges that any of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are Entities is not or might not be in compliance andwith, for the last five yearsor may have any liability under or pursuant to, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property Law, which non-compliance or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would liability has not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholebeen fully resolved; (iii) neither the all Company nor Owned Real Property, Company Leased Real Property and any Subsidiary has received from any Governmental Authority written notice other property that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeis or, to the Knowledge of the Company, no portion of any property currently was owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating Company Entities, and all surface water, groundwater and soil associated with or, to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any Knowledge of the Subsidiaries; and (v) Company, adjacent to such property, is free of any Materials of Environmental Concern, except to the extent that any such matter as would not reasonably be expected to require any investigation, corrective action or other remedial obligations under Environmental Laws; (iv) no Company Entity has caused the Release of any Materials of Environmental Concern into the environment, except as would not reasonably be materially adverse expected to require any investigation, corrective action or other remedial obligations under Environmental Laws; (v) to the Knowledge of the Company, no Company and Entity has ever sent or transported, or arranged to send or transport, any Materials of Environmental Concern to a site that, pursuant to any applicable Environmental Law: (A) has been placed on the Subsidiaries, taken “National Priorities List” of hazardous waste sites or any similar state list; (B) is otherwise designated or identified as a wholepotential site for remediation, neither the Company nor any of the Subsidiaries has arrangedcleanup, by contract, agreement, closure or otherwise, for the transportation, disposal other environmental remedial activity; or treatment of Hazardous Substances at any location that (C) is subject to liability a Legal Requirement to take investigative or remedial action or to make payment for Response Actions the cost of investigating or remediating any site; and (vi) none of the Company Entities has entered into any Company Contract that may require any of them to guarantee, reimburse, defend, hold harmless or indemnify any other party with respect to liabilities arising out of Environmental Laws. (b) For purposes of this Agreement: (i) “Environmental Law” shall mean any applicable Legal Requirement relating to pollution, worker safety, process safety management, exposure of any individual to Materials of Environmental Concern or the protection of human health, natural resources or the environment (including ambient air, surface water, ground water, land surface or subsurface strata); and (ii) “Materials of Environmental Concern” shall mean any substance, material or waste that is defined, regulated or classified under or pursuant to Environmental LawsLaw as “hazardous,” “toxic,” a “pollutant,” a “contaminant,” or words of similar meaning and regulator effect, including petroleum and petroleum products, asbestos and polychlorinated biphenyls; and (iii) “Release” shall mean any spilling, leaking, emitting, discharging, depositing, disposing, escaping, leaching, dumping or other releasing into the environment, whether intentional or unintentional.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except as, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) aggregate, has not resulted in, and would not reasonably be expected to have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: a Company Material Adverse Effect: (i) the each Acquired Company is, and the Subsidiaries are at all times since January 1, 2020 has been, in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and possesses and is in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; all Environmental Permits necessary for its operations; (ii) neither there are no Materials of Environmental Concern due to the activities of any of the Acquired Companies present within any Leased Company nor Real Property or, to the knowledge of the Company, on, under or emanating from any Subsidiary has received notice of a civil, criminal Leased Company Real Property or administrative suit, claim, action, proceeding any third-party waste disposal locations or investigation under any Environmental Law relating to any property formerly owned or facility currently or formerly owned, operated or leased by any of themthe Acquired Companies, except to the extent under circumstances that any such matter would are not reasonably be expected likely to be materially adverse to result in liability of any of the Company and the Subsidiaries, taken as a whole; Acquired Companies under any applicable Environmental Laws; (iii) neither there are no above ground or underground storage tanks utilized by any of the Acquired Companies at any Leased Company nor Real Property, and the Acquired Companies have made all required filings and notifications in connection with any Subsidiary of their use or storage of Materials of Environmental Concern required by Environmental Laws; (iv) no Acquired Company has received any unresolved written notification alleging that it is liable for, or has received a written request for information from any Governmental Authority written notice that it has been named Entity pursuant to Environmental Laws regarding its potential liability in connection with, any release or may be named as a responsible threatened release of, or potentially responsible party under the exposure of any Person to, Materials of Environmental Law for Concern at any site Contaminated by Hazardous Substances; location; and (ivv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge knowledge of the Company, no portion of Acquired Company has received any property unresolved written claim or complaint, or is currently ownedsubject to any proceeding, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company noncompliance with Environmental Laws or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions other liabilities pursuant to Environmental Laws, and to the knowledge of the Company, no such matter has been threatened. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a3.16(a) of the Seller Disclosure Letter Schedule, (i) the “Target Companies are, and since the Lookback Date have been, in material compliance in with all Environmental Reports”Laws and Environmental Permits; (ii) have been made available for inspection all Environmental Permits held by Parent andthe Target Companies are valid, uncontested and in good standing; (iii) to the Company’s Knowledge, no facts or conditions exist that would prevent the Target Companies to continue operation in material compliance with applicable Environmental Laws; (iv) all Environmental Permits can be transferred or assigned, to the Knowledge of the Companyextent transfer or assignment legally permissible and necessary, were accurate and complete in all as contemplated herein; (v) no Target Company has received any written notice from any Governmental Authority regarding any actual or alleged material respects as of the date of such reportsEnvironmental Claim or any material investigatory, remedial, or corrective obligations relating to any Target Company under any Environmental Law. (b) Except as described set forth in Section 3.13(b3.16(b) of the Seller Disclosure Letter: Schedule: (i) the Company and the Subsidiaries are in compliance andTarget Companies have not generated, manufactured, handled, treated, recycled, stored, transported, disposed of, arranged for the last five yearsdisposal of, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and or released any Hazardous Substance in compliance with their terms and conditions, except to the extent such noncompliance would not a manner which could reasonably be expected to be materially adverse give rise to material Liability to the Company and the Subsidiaries, taken as a whole; Target Companies under Environmental Law; (ii) neither the there has been no Environmental Release of Hazardous Substance by either Target Company nor any Subsidiary has received notice of a civilon, criminal under, to or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to from any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action Target Companies that would reasonably be expected to result in material Liability for the Target Companies pursuant to any material liability or obligation relating Environmental Laws; and (iii) to the environmental conditions atCompany’s Knowledge, there are no Hazardous Substances in, on, aboveunder, under emanating from, or about onto any properties portion of any property or assets facility currently or formerly previously owned, leased, or occupied by a Target Company which requires remediation under any Environmental Law. Neither Target Company has agreed to assume any actual or potential Liability under any Environmental Laws of any other Person. The Company has provided Purchaser with access to true and correct copies of all reports, investigations, audits, and inspections in possession, custody or reasonable control of the Target Companies pertaining or relating to the Target Company’s compliance with or potential liability under any Environmental Law. (c) Except as set forth on Section 3.16(c) of the Disclosure Schedule: (i) Neither Target Company has received any written notice that any real property now or previously owned, operated or used leased by either Target Company is listed or is proposed for listing on the Company National Priorities List pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Enterprise Management System (“SEMS”), or any similar state or foreign list of contaminated sites; (ii) and no Lien (other than Permitted Liens) has been filed against either the personal or real property of the SubsidiariesTarget Companies under any Environmental Law; and (viii). neither Target Company is planning any material capital expenditures to comply with Environmental Law within the next twelve (12) except months; and (iv), to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeCompany’s Knowledge, neither the Target Company nor any of the Subsidiaries has arrangedgenerated, by contract, agreementused, or otherwise, for the transportation, disposal disposed of Per- and Polyfluoroalkyl Substances (PFAS) in noncompliance with or treatment of Hazardous Substances at any location in a manner that is subject reasonably likely to liability for Response Actions pursuant to require remediation under Environmental LawsLaw.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Company and the Company Subsidiaries, and the Leased Real Property are, and have been, in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete compliance in all material respects with all applicable Environmental Laws and Environmental Permits. (b) The Company and the Company Subsidiaries possess all material Environmental Permits that are required for the operation of their business as presently operated and for the ownership and use of their assets (including the Leased Real Property) as presently owned and used. (c) Except as has not had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and the Company Subsidiaries have not received any written notices alleging (i) any failure by the Company or any Company Subsidiaries to comply with any Environmental Law or Environmental Permit, or (ii) any liabilities under any Environmental Law respecting the business of the Company and the Company Subsidiaries, any Leased Real Property or any other site where Hazardous Materials generated by the business of the Company and the Company Subsidiaries were transferred, stored, recycled or disposed of, which in the case of any such notice under clauses (i) and (ii) have not been resolved as of the date of such reportsthis Agreement. (bd) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) there have been no Releases of Hazardous Materials on, at, from or under the Leased Real Property in an amount or concentration that would reasonably be materially adverse expected to require the Company and or any Company Subsidiaries to perform any notification, investigation, assessment, or Remedial Action or to pay for the Subsidiaries, taken as a whole; cost of any such action under applicable Environmental Law; (ii) neither the Company nor any Subsidiary Company Subsidiaries have Released, transported or disposed of Hazardous Materials except in compliance with applicable Environmental Laws; and (iii) there has received notice been no use, generation or storage of a civilany Hazardous Material, criminal at, on, onto, under, or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by from any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to Leased Real Property by the Company and the its Subsidiaries, taken as a whole;except in compliance with applicable Environmental Laws. (iiie) neither Neither the Company nor any Subsidiary Company Subsidiaries has received from any Governmental Authority written notice that it has been named agreed in writing to assume or may be named as a responsible accept responsibility, by contract or potentially responsible party under any Environmental Law otherwise, for any site Contaminated by Hazardous Substances;liabilities of any other Person under Environmental Laws. (ivf) except to the extent such Contamination would Except as has not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased had or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result have, individually or in any material liability or obligation relating to the environmental conditions ataggregate, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the a Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeMaterial Adverse Effect, neither the Company nor any of the Company Subsidiaries has arrangedentered into or agreed to any Order, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that and is not subject to any Order, relating to compliance with any Environmental Law or to investigate, remove or remediate Hazardous Materials under any Environmental Law which, in each case, remains pending or unresolved or is the source of ongoing and material obligations or requirements. (g) Since January 1, 2023, there have been no insurance claims made by the Company and the Company Subsidiaries with respect to any liability for Response Actions pursuant to under any Environmental LawsLaw.

Environmental Matters. Except as listed in Schedule 3.21: 3.21.1 There is no substance that is regulated by any Governmental Body or that has been designated by any Governmental Body to be radioactive, toxic, hazardous, biohazardous or otherwise a danger to health or the environment (aa "HAZARDOUS MATERIAL") The in, on or under any property used by the Business or that the Company’s existing Phase I Environmental Reports set forth , the Business Subsidiary or IITRI in Section 3.13(a) connection with the Business has at any time owned, operated, occupied or leased. 3.21.2 Neither the Company, the Business Subsidiary nor IITRI in connection with the Business has transported, stored, used, manufactured, released or exposed its employees or any other person to any Hazardous Material in violation of any applicable statute, rule, regulation, order or law. 3.21.3 IITRI in connection with the Business has, and upon the consummation of the Seller Disclosure Letter Transactions, the Company and the Business Subsidiary will have, obtained all permits, licenses and other authorizations ("ENVIRONMENTAL PERMITS") required to be obtained by any of them under the “laws of any Governmental Body relating to pollution or protection of the environment (collectively, "ENVIRONMENTAL LAWS"), except where the failure to comply or obtain such Environmental Reports”) have been made available for inspection by Parent and, Permits would not be material to the Knowledge Business. All Environmental Permits are in full force and effect. Each of the Company, were accurate the Business Subsidiary (and complete in the case of the Company and the Business Subsidiary, including, without limitation, with respect to periods from and after the consummation of the Transactions) and IITRI (with respect to the Business) (i) is in compliance with in all material respects as all terms and conditions of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company Environmental Permits and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither is in compliance in all material respects with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in the Company nor Environmental Laws or contained in any Subsidiary has received regulation, code, plan, order, decree, judgment, notice of a civilor demand letter issued, criminal entered, promulgated or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themapproved thereunder, except where the failure to the extent that any such matter comply would not reasonably be expected material to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.the

Environmental Matters. (a) The Company’s existing Phase I To the knowledge of Visionics, except for such cases that, individually or in the aggregate, have not and would not reasonably be expected to have a Visionics Material Adverse Effect, no underground storage tanks and no amount of any substance that has been designated by any Government Entity or by applicable federal, state or local law to be radioactive, toxic, hazardous or otherwise a danger to health or the environment, including, without limitation, PCBs, asbestos, petroleum, urea-formaldehyde and all substances listed as hazardous substances pursuant to the Comprehensive Environmental Reports set forth Response, Compensation, and Liability Act of 1980, as amended, or defined as a hazardous waste pursuant to the United States Resource Conservation and Recovery Act of 1976, as amended, and the regulations promulgated pursuant to said laws which term shall not include office and janitorial supplies (insofar as they are stored or used in Section 3.13(athe ordinary course of business) (a "HAZARDOUS MATERIAL"), are present, as a result of the Seller Disclosure Letter (actions of Visionics or any of the “Environmental Reports”) have been made available for inspection by Parent andVisionics Subsidiaries or, to Visionics' knowledge, as a result of any actions of any third party or otherwise, in, on or under any property, including the Knowledge land and the improvements, ground water and surface water thereof, that Visionics or any of the CompanyVisionics Subsidiaries has at any time owned, were accurate and complete in all material respects as of the date of such reportsoperated, occupied or leased. (b) Except as described for such cases that, individually or in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five yearsaggregate, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), not and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiarieshave a Visionics Material Adverse Effect, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company Visionics nor any of the Visionics Subsidiaries has caused transported, stored, used, manufactured, disposed of, released or taken exposed its employees or others to Hazardous Materials in violation of any action that would reasonably be expected to result law in any material liability effect on or obligation relating to before the environmental conditions atClosing Date, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company nor has Visionics or any of the Subsidiaries; andVisionics Subsidiaries disposed of, transported, sold, used, released, exposed its employees or others to or manufactured any product containing a Hazardous Material (collectively "HAZARDOUS MATERIALS ACTIVITIES") in violation of any rule, regulation, treaty or statute promulgated by any Government Entity in effect prior to or as of the date hereof to prohibit, regulate or control Hazardous Materials or any Hazardous Material Activity. (vc) except to Visionics and the extent Visionics Subsidiaries currently hold all environmental approvals, permits, licenses, clearances and consents (the "VISIONICS ENVIRONMENTAL PERMITS") necessary for the conduct of Visionics' and the Visionics Subsidiaries' Hazardous Material Activities and other businesses of Visionics and the Visionics Subsidiaries as such activities and businesses are currently being conducted. To the knowledge of Visionics, there are no facts or circumstances indicating that any such matter would Visionics Environmental Permit will or may be revoked, suspended, canceled or not reasonably be expected renewed. All appropriate action in connection with the renewal or extension of any Visionics Environmental Permit has been taken. (d) No material action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to be materially adverse to the Company and the SubsidiariesVisionics' knowledge, taken as a wholethreatened concerning any Visionics Environmental Permit, neither the Company nor Hazardous Material or any Hazardous Materials Activity of Visionics or any of the Visionics Subsidiaries. Visionics does not have knowledge of any fact or circumstance which could involve Visionics or any of the Visionics Subsidiaries has arrangedin any environmental litigation reasonably expected to have a Visionics Material Adverse Effect. Visionics and the Visionics Subsidiaries have not received notice, by contractnor to Visionics' knowledge is there a threatened notice, agreementthat Visionics or the Visionics Subsidiaries are responsible, or otherwisepotentially responsible, for the transportationinvestigation, disposal remediation, clean-up, or treatment similar action at property presently or formerly used by Visionics or any of Hazardous Substances at any location that is subject to liability the Visionics Subsidiaries for Response Actions pursuant to Environmental Lawsrecycling, disposal, or handling of waste.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) Company Entities and their businesses are and, since August 1, 2018, have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including which compliance includes the possession at all times since August 1, 2018 of all Permits permits, licenses, clearances, variances, exemptions, authorizations, orders, registrations and approvals, including product certifications, approvals, authorizations, registrations and notifications, required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and except where the failure to be in compliance with their terms and conditions, except to the extent such noncompliance applicable Environmental Law would not reasonably be expected to be materially adverse be, individually or in the aggregate, material to the Company and the SubsidiariesEntities, taken as a whole;. To the knowledge of Sellers, there is no basis for termination, adverse modification, or nonrenewal of any material Environmental Permits. (b) (i) Since August 1, 2018, no written (or to the knowledge of Sellers, other) notice, order, request for information, complaint or penalty has been received by any Company Entity, and (ii) neither there are no judicial, administrative or other Actions pending or, to the knowledge of Sellers, threatened, against any Company nor any Subsidiary has received notice Entities in the case of each of clauses (i) and (ii), which alleges a civilviolation of, criminal or administrative suitliability under, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased Environmental Permits by any of themCompany Entity that has not been settled, except to the extent that dismissed, paid or otherwise resolved, other than any such matter violation, liability or resolution that would not reasonably be expected to be materially adverse be, individually or in the aggregate, material to the Company and the SubsidiariesEntities, taken as a whole;. (iiic) neither Since August 1, 2018, the Company nor Entities and their businesses have not caused the Release of any Subsidiary has received from Hazardous Materials at concentrations in excess of those permitted by applicable Environmental Laws that remains unresolved, other than any Governmental Authority written notice such Release or resolution that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse be, individually or in the aggregate, material to the Company and Entities, taken as a whole. Except for properties at which remediation has been completed or that the Subsidiariescosts for which are appropriately accounted for in the Company Entities’ environmental reserves or decommissioning reserves, no Hazardous Material has been Released or disposed of, or otherwise managed, by or on behalf of the Company Entities at, on or under (i) any real property or facility currently or, to the knowledge of Sellers, formerly owned, leased or operated by any Company Entity or (ii) to the knowledge of Sellers, any other property or facility to which any Company Entity has sent or arranged for the sending of Hazardous Materials for treatment, storage or disposal, in each case in a manner that would be reasonably expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole, to the Knowledge of the Company, no portion of under any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; andEnvironmental Law. (vd) The Company Entities are in compliance with respect to any obligations to provide decommissioning financial assurance as required by any Environmental Laws and Environmental Permits for all locations for which Company Entities are or have been engaged in business activities, except where the failure to the extent that any be in compliance with such matter obligations would not reasonably be expected to be materially adverse be, individually or in the aggregate, material to the Company and the SubsidiariesEntities, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. (ai) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) Since June 28, 2009, no notice, notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed, and as of the Seller Disclosure Letter date of this Agreement, no investigation, action, claim, suit, proceeding or review (or any basis therefor) is pending or, to the “knowledge of the Company, is threatened by any Governmental Authority or other Person relating to the Company or any Subsidiary and relating to or arising out of any Environmental Reports”Law, except as has not had or would not reasonably be expected to have a Material Adverse Effect on the Company; (ii) the Company and its Subsidiaries are and, since July 2, 2006 have been made available in compliance with all Environmental Laws and have obtained all Environmental Permits necessary for inspection their operations as currently conducted, except to the extent non-compliance would not have or be reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; (iii) there are no currently accrued liabilities of the Company or any of its Subsidiaries arising under or relating to any violation of any Environmental Law or any Hazardous Substance; (iv) there have been no releases of any Hazardous Substances that could be reasonably likely to form the basis of a claim against the Company or any of its Subsidiaries, except to the extent such releases would not have or be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (v) neither the Company nor any of its Subsidiaries is currently subject or party to any agreement, order, judgment or decree by Parent andor with any Governmental Authority, arbitrator or third party pursuant to which the Company or any of its Subsidiaries has assumed, incurred or suffered any liability under any Environmental Law; (vi) neither the Company nor any of it Subsidiaries has manufactured for sale, marketed or distributed any product incorporating asbestos or asbestos-containing materials; (vii) neither the Company nor any of it Subsidiaries has received notice of any potential liability under any Environmental Law for the transport and disposal of any Hazardous Substance to any site; (viii) to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would transactions contemplated by this Agreement will not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by require the Company or any of the Subsidiariesits Subsidiaries to transfer or amend any Environmental Permit or require any submissions to a Governmental Authority; and and (vix) except to the extent that knowledge of the Company, complete and accurate copies of all final environmental site assessment reports (including any such matter would not reasonably be expected to be materially adverse Phase I or Phase II reports), investigation, remediation or compliance studies or audits which are in the possession, custody or control of either the Company or its Subsidiaries and relate to the Company and the Subsidiaries, taken as a whole, neither environmental conditions at any property currently or formerly owned or leased by either the Company nor any of the or its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject have been provided to liability for Response Actions pursuant to Environmental LawsParent.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the Company Subsidiaries are are, and since January 1, 2018 have been, in compliance and, for the last five years, have complied with all applicable Environmental LawsLaws (which compliance includes the possession, including and the possession compliance with the terms and conditions, by the Company and each Company Subsidiary of all Company Permits required under applicable Environmental Laws to operate the conduct their respective business as currently conducted (the “Environmental Permits”and operations), and there are no investigations, actions, suits or proceedings pending or, to the knowledge of the Company, threatened against the Company or any Company Subsidiary, in compliance with their terms and conditionseach case, except to as, individually or in the extent such noncompliance aggregate, has not constituted or resulted in and would not reasonably be expected to be materially adverse constitute or result in a Company Material Adverse Effect. During the three-year period prior to the Company and the Subsidiariesdate of this Agreement, taken as a whole; (ii) neither the Company nor any Company Subsidiary has received any written notice of from a civilGovernmental Entity that alleges that the Company or any Company Subsidiary is violating, criminal or administrative suithas or may have, claim, action, proceeding or investigation under violated any Environmental Law relating to Law, or may have any property liability or facility currently obligation arising under, retained or formerly ownedassumed by contract or by operation of law, operated except for such violations, liabilities and obligations that would not have, individually or in the aggregate, a Company Material Adverse Effect. Since January 1, 2018, there has been no release of any hazardous materials by the Company or any Company Subsidiary at or from any facilities owned or leased by the Company or any Company Subsidiary or, to the knowledge of themthe Company, at any other locations where any hazardous materials were generated, manufactured, refined, transferred, stored, produced, imported, used, processed or disposed of by the Company or any Company Subsidiary and, in each case, for which the Company or any Company Subsidiary would reasonably be expected to be subject to any liability, except to as, individually or in the extent that any such matter aggregate, has not constituted or resulted in and would not reasonably be expected to be materially adverse constitute or result in a Company Material Adverse Effect. For purposes of this Section 2.18, “Environmental Law” shall mean any Legal Requirement relating to the Company and the Subsidiariespollution or protection, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named preservation or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge restoration of the Companyenvironment (including air, no portion surface water, groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), including any such Legal Requirement regulating emissions, discharges or releases of pollutants, contaminants, wastes, toxic substances, exposure to or release of, or the management of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawshazardous materials.

Environmental Matters. Except as would not have a Business Material Adverse Effect: (a) The Company’s existing Phase I Transferred Entities and the facilities and operations on the Business Owned Real Property and the Business Leased Real Property are, and have been, in compliance with applicable Environmental Reports set forth Laws; (b) The Subject Jurisdiction Transferred Entities will not be responsible, wholly or in Section 3.13(apart, for any clean-up or other corrective action in relation to any Regulated Substance in any Business Owned Property or Business Leased Property and are not subject to any investigation or inquiry by any regulatory authority (whether from the Autorité de Sûreté Nucléaire (ASN), the Direction Régionale de l’Environnement, de l’Amnégaement et du Logement (DREAL), or any other authority) at any Business Owned Property or Business Leased Property; (c) No Regulated Substance has been used, disposed of, stored, transported or emitted at, on from or under any Business Leased Property or Business Owned Property nor have the Transferred Entities or any other person or entity for which the Transferred Entities can be liable, used, disposed of, stored, transported or emitted any Regulated Substance at, on, from or under any other place, except as would not have a Business Material Adverse Effect. The Business Leased Property and Business Owned Property, including the soil, subsoil and groundwater thereunder, are free from contamination by any Regulated Substance; (i) The Transferred Entities possess or will possess as of the Seller Disclosure Letter Closing all Business Environmental Permits required for the conduct of the Business as conducted on the date hereof and as of the Closing (the “ii) each such Business Environmental Reports”Permit is valid, subsisting and in full force and effect, (iii) have been made available for inspection by Parent andno appeals or other proceedings are pending or, to the Knowledge of Parent, threatened with respect to the Companyissuance, were accurate terms or conditions of any such Business Environmental Permit, and complete in all material respects as (iv) except for matters which have been fully resolved, neither Parent nor any Subsidiary of the date Parent has received any written notice or other written communication from any Governmental Entity or other Person regarding any revocation, withdrawal, non-renewal, suspension, cancellation or termination of any such reports.Business Environmental Permit; (be) Except as described in Section 3.13(b) Neither Parent nor any Subsidiary of the Seller Disclosure Letter: Parent has received any written notice alleging any unresolved violation of any Environmental Law with respect to (i) any Business Owned Real Property, (ii) any Business Leased Real Property, (iii) any formerly owned, used or leased properties of the Company and Business, or (iv) the Subsidiaries are in compliance and, for operations of the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholeBusiness; (iif) neither No Action is pending or, to the Company nor Knowledge of Parent, threatened that asserts any Subsidiary has received notice of a civil, criminal actual or administrative suit, claim, action, proceeding or investigation potential Liability arising under any Environmental Law relating to the Business or any property or facility currently or formerly owned, operated used or leased properties of the Business; (g) No Environmental Condition exists on or at any (i) Business Owned Real Property, (ii) Business Leased Real Property, or (iii) properties formerly owned or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action Business that would reasonably be expected to result in impose any material liability or obligation relating to Liability arising under any Environmental Law on the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the SubsidiariesTransferred Entities; and (vh) except No Transferred Entity is a party to the extent that any such matter would not contract, transaction, or any agreement or arrangement with any Governmental Entity, which gives rise to, or which could reasonably be expected to be materially adverse give rise to, any Liability or responsibility with respect to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsCondition.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth Except as would not, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andaggregate, reasonably be expected to result in any liability that is material to the Knowledge of the CompanyCompany and its Subsidiaries, were accurate and complete in all material respects taken as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: a whole: (i) the Company and the each of its Subsidiaries are and have been in compliance and, for the last five years, prior six years (or such shorter time as such Subsidiary shall have complied been in existence) with all applicable Environmental Laws, including and possess, and are and have been in compliance for the possession of prior six years (or such shorter time as such Subsidiary shall have been in existence) with , all Environmental Permits required under applicable such Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; Laws; (ii) neither to the Company nor any Subsidiary has received notice knowledge of a civilthe Company, criminal or administrative suit, claim, action, proceeding or investigation under any there are no Materials of Environmental Law relating to Concern at any property or facility currently or formerly owned, owned or operated by the Company or leased by any of themits Subsidiaries, except to the extent under circumstances that any such matter would have not and are not reasonably be expected likely to be materially adverse to result in liability of the Company and the Subsidiaries, taken as a whole; or any of its Subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any Subsidiary of its Subsidiaries has received from any Governmental Authority written notice that it has been named request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or may be named as a responsible similar state statute, concerning any release or potentially responsible party under threatened release of Materials of Environmental Concern at any Environmental Law location except, with respect to any such request for information concerning any site Contaminated by Hazardous Substances; (iv) except such release or threatened release, to the extent such Contamination would not reasonably be expected to be materially adverse to matter has been resolved with the Company and the Subsidiariesappropriate foreign, taken as a wholefederal, to the Knowledge of the Company, no portion of any property currently owned, leased state or occupied by the Company local regulatory authority or a Subsidiary is Contaminated, and otherwise; (iv) neither the Company nor any of the its Subsidiaries has caused received any written notice, claim or taken complaint, or is presently subject to any action that would reasonably be expected to result in any material liability or obligation proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and to the environmental conditions atknowledge of the Company, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by no such matter has been threatened in writing; (v) each product of the Company or any of its Subsidiaries does and has complied for the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse prior six years with all Environmental Laws applicable to the Company pertaining to: (A) the presence (or absence) of specified substances in electrical or electronic or other products; (B) registration or notification of chemical substances in products; labeling of product or product packaging as respects product content or as respects health, safety or environmental effects or as respects required end-of-life handling or disposition of products; and (C) coverage and payment of fees under an approved scheme for end-of-life, return and recycling of products or of product packaging; and (vi) in the Subsidiariesprior six years, taken as a whole, neither the Company nor has not received notice that the Company or any of the its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability under any Environmental Law for Response Actions pursuant to Environmental Lawsthe use of any solid or hazardous waste transporter or treatment, storage or disposal facility. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. Except for those matters that would not reasonably be expected to have a Material Adverse Effect, (a) The Company’s existing Phase I the Acquired Corporations are, and since January 1, 2016 have been, in compliance with all applicable Environmental Reports set forth in Section 3.13(aLaws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws for the operation of their respective business, (b) as of the Seller Disclosure Letter (the “date hereof, there is no investigation, suit, claim, action or Legal Proceeding relating to or arising under any Environmental Reports”) have been made available for inspection by Parent andLaw that is pending or, to the Knowledge of the Company, were accurate and complete threatened in all material respects writing against an Acquired Corporation or any Leased Real Property, (c) as of the date hereof, the Acquired Corporations have not received any written notice, report or other information of such reports. (b) Except as described in Section 3.13(b) or entered into any legally-binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved violations, liabilities or requirements on the part of the Seller Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable respective Acquired Corporations relating to or arising under Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iid) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion Person has been exposed to any Hazardous Materials at a property or facility of an Acquired Corporation at levels in excess of applicable permissible exposure levels, (e) to the Knowledge of the Company, there are and have been no Hazardous Materials present or Released on, at, under or from any property currently ownedor facility, leased or occupied by including the Company or Leased Real Property, in both cases in a Subsidiary is Contaminated, manner and neither the Company nor any of the Subsidiaries has caused or taken any action concentration that would reasonably be expected to result in any material claim against or liability of an Acquired Corporation under any Environmental Law, and (f) no Acquired Corporation has assumed, undertaken, or obligation otherwise become subject to any liability of another Person relating to the environmental conditions at, on, above, under Environmental Laws other than any indemnities in Material Contracts or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, leases for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsreal property.

Environmental Matters. (a) The Company’s existing Phase I Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries are, and have after December 31, 2015 been, in compliance with all applicable Environmental Reports set forth Laws, including possessing and complying with all Permits required for their respective ownership and operations under applicable Environmental Laws. (b) Except as has not had and would not reasonably be expected to have, individually or in Section 3.13(athe aggregate, a Company Material Adverse Effect, (i) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent andthere is no Proceeding pending or, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) threatened against the Company and the or any of its Subsidiaries are in compliance andunder or pursuant to any Environmental Law, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary of its Subsidiaries has received written notice from any Person, including any Governmental Entity, alleging that they have been or are in violation of a civil, criminal any applicable Environmental Law or administrative suit, claim, action, proceeding or investigation otherwise may be liable under any applicable Environmental Law relating to any property Law, which violation or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company liability is unresolved and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from is a party or subject to any Governmental Authority written notice that it has been named administrative or may be named as a responsible or potentially responsible party under judicial Order pursuant to any Environmental Law for any site Contaminated by Hazardous Substances;Law. (ivc) except to the extent such Contamination Except as has not had and would not reasonably be expected to be materially adverse have, individually or in the aggregate, a Company Material Adverse Effect, (i) with respect to the Company and the Subsidiaries, taken as a wholeany real property that is currently or, to the Knowledge of the Company, no portion of any property currently ownedwas formerly owned or leased, leased or occupied as the case may be, by the Company or its Subsidiaries, there have been no releases, spills or discharges of Hazardous Substances on or underneath any of such real property in a Subsidiary is Contaminatedmanner that requires reporting, investigation, assessment, cleanup, removal, remediation or other responsive action or would otherwise give rise to any material liability or obligation on the part of the Company or any of its Subsidiaries and (ii) neither the Company nor any of its Subsidiaries is subject to any material liability for any Hazardous Substance disposal or contamination on any third party property. (d) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no other circumstances or conditions involving the Company or any of its Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability liability, cost or obligation restriction on, or Proceeding related to, the ownership, use, or transfer of any property pursuant to any Environmental Law. (e) The Company has delivered to Parent true, complete and correct copies of all material environmental reports, studies, assessments, sampling data and other environmental information in its possession or control relating to the environmental conditions at, on, above, under Company or about any its Subsidiaries or their respective current and former properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsoperations.

Environmental Matters. (a) (i) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) , its Subsidiaries and the Joint Venture Entities are now and have been since the date of formation of the Seller Disclosure Letter Company in compliance in all material respects with all applicable Environmental Laws; and (ii) the “Company, its Subsidiaries and the Joint Venture Entities has obtained, maintained, and been in compliance in all material respects with all Environmental Reports”Permits necessary for the operation of the business as presently conducted (or appropriate for current state of development) have been made available for inspection by Parent andand the ownership, occupation or use of the real property of the Company, its Subsidiaries and the Joint Venture Entities. (b) No Release has occurred at or from any property currently or, to the Knowledge of the Company, were accurate and complete in all material respects as formerly owned, leased or operated by any of the date Company, its Subsidiaries or the Joint Venture Entities that remains unresolved, and neither the Company nor any of such reports. (b) Except as described in Section 3.13(b) of its Subsidiaries or the Seller Disclosure Letter: Joint Venture Entities has manufactured, distributed, treated, stored, disposed of, handled, Released, transported or (i) arranged for the transport of Hazardous Materials, including to any off-site location, or (ii) exposed any Person to Hazardous Materials, in each case so as to give rise to any liabilities of the Company and or any of its Subsidiaries or the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required Joint Venture Entities under applicable Environmental Laws to operate the business as currently conducted (the “or Environmental Permits”), and in compliance with their terms and conditionsother than any liability that has not had, except to the extent such noncompliance or would not reasonably be expected to be materially adverse have, individually or in the aggregate, a Material Adverse Effect. (c) Neither the Company nor its Subsidiaries or the Joint Venture Entities have entered into or agreed to any consent order, decree or Contract, or are subject to or have received any notice of violation, claim, settlement, or order, in each case relating to liability under any Environmental Law other than any thereof that has not had, or would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (d) The current limitations and restrictions under the Environmental Permits of the Company, its Subsidiaries and the Joint Venture Entities authorize operation of the Company’s, its Subsidiaries’ and the Joint Venture Entities’ facilities and conducting the business as currently conducted, except where the failure to have such authorization has not had, or would not have, individually or in the aggregate, a Material Adverse Effect. (e) There are no Liens relating to, or written notices or Proceedings pending or, to the Knowledge of the Company, threatened regarding, any actual or potential liability under, violation of, or non-compliance with, any Environmental Law or Environmental Permit other than any liability, violation or non-compliance that has not had, and would not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. (f) The Company has delivered or otherwise made available for inspection to Parent true, complete and correct copies and results of any reports, data, investigations, audits, assessments (including Phase I environmental site assessments and Phase II environmental site assessments), material correspondence, studies, analyses, tests or monitoring in the Subsidiariespossession of or reasonably available to any of the Company, taken as a wholeits Subsidiaries or the Joint Venture Entities pertaining to: (i) any unresolved Environmental Claims; (ii) neither any Release of Hazardous Materials by the Company nor or any Subsidiary has received notice of a civil, criminal its Subsidiaries or administrative suit, claim, action, proceeding the Joint Venture Entities or investigation under any Environmental Law relating to at any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the its Subsidiaries; andor (viii) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor Company’s or any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a) 3.9 of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Company Disclosure Letter: (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business except as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be have a Company Material Adverse Effect, (A) since January 1, 2020, each Caravelle Company has materially adverse complied with and is currently in material compliance with the provisions of all applicable Environmental Laws; and (B) the Leased Real Property is in material compliance with the provisions of all applicable Environmental Laws, to the extent any Caravelle Company and the Subsidiaries, taken as a wholeis responsible for such compliance; (ii) neither each Caravelle Company possesses all material Environmental Permits that are required for the Company nor any Subsidiary has received notice operation of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, the business as presently operated or leased by any and for the ownership and use of themtheir assets (including the Leased Real Property) as presently owned and used, except where the failure to obtain the extent that any such matter same would not reasonably be expected to be materially adverse have a Company Material Adverse Effect, and such material Environmental Permits are in good standing and in full force and effect. Prior to the date of this Agreement, true, complete and correct copies of all currently in force material Environmental Permits issued to any Caravelle Company and the Subsidiaries, taken as a wholehave been made available to Purchaser; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination knowledge of the Company, no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of or allowed to escape in each case by any Caravelle Company on, in, under, or from the Leased Real Property except in compliance with all Environmental Laws and Environmental Permits, and except as would not reasonably be expected to be materially adverse to required investigation or result in the incurrence of material liability ; (iv) No Caravelle Company has received written notice from any Governmental Authority of any material violations of applicable Environmental Laws or any material violations concerning any Hazardous Materials; (v) the Company has made available to SPAC all: (i) copies of all material reports, studies, analyses or tests, and any results of monitoring programs, in the Subsidiaries, taken as a whole, to the Knowledge possession or control of the Company, no portion or any Caravelle Company within the last five (5) years pertaining to the generation, storage, use, handling, transportation, treatment, emission, spillage, disposal, release or removal of Hazardous Materials by any Caravelle Company at, in, on or under the Leased Real Property; and (ii) a copy of any property currently owned, leased environmental investigation or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any assessment of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used Leased Real Property conducted by the Company or any Caravelle Company or any environmental consultant engaged by either of them within the Subsidiariespast two (2) years; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Except as disclosed in Schedule 5.18 hereto, (i) the Company and each of its Subsidiaries are and at all times during the past three (3) years have been in material compliance with, and have no liability under, any and all applicable Environmental Reports set forth Laws, and (ii) the Company and its Subsidiaries are in Section 3.13(amaterial compliance with all of their Permits issued under Environmental Laws (“Environmental Permits”), and (iii) all instances of past noncompliance have been cured, settled, and resolved in all material respects. (b) Except as disclosed in Schedule 5.18 hereto, all material Environmental Permits required for the lawful ownership and operation of each Company Property have been obtained as of the Seller Disclosure Letter date hereof by or on behalf of the Company or any Subsidiaries, and remain in full force and effect, and there are no pending Legal Proceedings by any Governmental Body that would reasonably be expected to result in the termination, revocation, or adverse modification of any such Environmental Permit. (c) Except as disclosed in Schedule 5.18 hereto, neither the Company nor any of its Subsidiaries, with respect to any Company Property, has (i) received any written request for information, or been notified in writing that it is a potentially responsible party, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any similar Environmental Reports”Law (whether in the United States, China, or elsewhere), or (ii) have been made available notified in writing that any such Company Property has been or is proposed for inspection by Parent andlisting on any list of sites requiring investigation or cleanup. (d) Except as disclosed in Schedule 5.18 hereto, neither the Company nor any of its Subsidiaries has received any written notice of any violation or alleged violation of any Environmental Law. (e) Except as disclosed in Schedule 5.18 hereto, there are no outstanding Orders to which the Company or its Subsidiaries are a party, and there are no Legal Proceedings or, to the Knowledge of the Company, were accurate and complete in all material respects as investigations to which the Company or its Subsidiaries are a party that are pending or threatened, relating to the compliance of the date Company with, or the liability of such reportsthe Company under, any Environmental Laws. (bf) Except as described disclosed in Section 3.13(b) of the Seller Disclosure Letter: Schedule 5.18 hereto, (i) the Company and the Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance there is no Substance that poses or would not reasonably be expected to be materially adverse pose a material risk to the Company and the SubsidiariesEnvironment on, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal at or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to Company Property or any real property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied operated by the Company or a Subsidiary is Contaminatedany of its Subsidiaries, and neither the (ii) there has heretofore been no Release of any such Substance on, at or under any Company nor any Property, in either case in an amount and of the Subsidiaries has caused or taken any action that a nature which would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the its Subsidiaries; and. (vg) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither Neither the Company nor any Subsidiaries is party to any Contract pursuant to which it is obligated to indemnify any other person with respect to, or be responsible for any liability pursuant to or violation of, Environmental Law. (h) The Company and the Sellers have provided Purchaser with true and correct copies of all environmental assessment reports (such as Phase I or Phase II reports) and any other environmental studies in the possession of the Company, its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal any Seller relating to any Company Property or treatment any Handling of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsSubstances.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(aTo Sellers’ Knowledge, (i) of the Seller Disclosure Letter Companies are, and during the five (the “Environmental Reports”5) have been made available for inspection by Parent and, years prior to the Knowledge date of the Companythis Agreement have been, were accurate and complete in compliance in all material respects as with all Environmental Laws applicable to their business and operations, and (ii) the Companies have not received any notice of the date or been charged with a material violation of such reportsany Environmental Laws. (b) Except as described To Sellers’ Knowledge, the Companies have obtained, are maintaining, and are, and during the five years prior to the date of this Agreement have been, in Section 3.13(bcompliance in all material respects with the terms of all OCI Permits required pursuant to Environmental Laws. (c) To Sellers’ Knowledge, there are no pending or threatened material actions, suits investigations or proceedings by any Governmental Authority or other person against or which concern either of the Seller Disclosure Letter:Companies with respect to a material violation of or material liability under Environmental Laws or any OCI Permit required pursuant to Environmental Laws. (id) To Sellers’ Knowledge, no Hazardous Substances generated as a result of the Company and respective businesses or operations of the Subsidiaries are Companies have been released into the environment, recycled, treated or disposed of in compliance and, for the last five years, have complied with all applicable a manner that would reasonably be expected to give rise to liability under Environmental Laws, including and none of the possession of all Permits required under applicable Environmental Laws to operate real property upon which the business as currently or operations of the Companies are or have been conducted (the “contains Hazardous Substances that require remediation or removal under Environmental Permits”), and in compliance with their terms and conditionsLaws, except to for such liability or remediation that, individually or in the extent such noncompliance aggregate, would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as have a whole;Material Adverse Effect. (iie) neither Sellers have made available to Buyer copies of all reports, correspondence, and other documents and records in the Company nor any Subsidiary has received notice possession of a civilSellers concerning material environmental matters and issues involving the business or operations of the Companies, criminal or administrative suitincluding compliance with Environmental Laws, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any releases of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions claims made pursuant to Environmental Laws.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as set forth in Section 3.13(a3.16(a) of the Seller Company Disclosure Letter (Schedule, the “Environmental Reports”) have been made available for inspection by Parent Company, each of its Subsidiaries and, to the Knowledge of the Company, were accurate each tenant or operator of Company Real Property (i) have obtained all permits, licenses and complete other authorizations which are required to be obtained under all applicable Environmental Laws by the Company or its Subsidiaries and (ii) are in compliance with all material respects as of the date terms and conditions of such reportsrequired permits, licenses and authorizations, and also are in compliance with all other applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in applicable Environmental Laws, except where the failure to obtain such permits, licenses or other authorizations or to comply with such terms and conditions or limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (b) Except as described set forth in Section 3.13(b3.16(b) of the Seller Company Disclosure Letter: (i) Schedule, the Company and the Company, each of its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, each tenant or operator of Company Real Property have not received a written notice of and have no portion Knowledge of any property currently ownedpresent or unremediated past violations of Environmental Laws, leased or occupied by of any event, incident or Action preventing continued compliance with such Environmental Laws, or which could give rise to any common law environmental liability, or form the Company or a Subsidiary is Contaminated, and neither the Company nor basis of any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by Action against the Company or any of its Subsidiaries based on or resulting from the Subsidiaries; andmanufacture, processing, use, treatment, storage, disposal, transport or handling, or the emission, discharge or release into the environment, of any Hazardous Material or otherwise relating to protection of human health or the environment. (vc) Except as set forth in Section 3.16(c) of the Company Disclosure Schedule, (i) no underground storage tank or other underground storage receptacle for Hazardous Material is located on any Company Real Property; (ii) no Company Real Property contains any Hazardous Material, except in each case to the extent that the presence of Hazardous Material on such property does not violate or create a liability or obligation under any such matter would not reasonably be expected to be materially adverse to applicable Environmental Laws; and (iii) the Company is conducting all monitoring and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment remediation of Hazardous Substances Materials present at any location that is subject to liability for Response Actions pursuant to Company Real Property as required by Environmental LawsLaws or any Governmental Entities.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate Party A represents and complete in all material respects warrants that as of the date of this Contract: (i) the Building are in full compliance with all relevant laws, regulations and rules related to, and with all requirements of relevant PRC government authorities for, land administration, environmental protection, water and soil conservation, construction standards, fire prevention and worker safety in effect as of the date thereof; (ii) there is no pre-existing environmental contamination at, around or under the Building; (iii) there are no impediments or difficulties to the Company being able to obtain and maintain for the Building all necessary waste disposal, waste water treatment services and the like in full compliance with all relevant laws, regulations and rules related to land administration, environmental protection, water and soil conservation, construction standards, fire prevention and worker safety, and (iv) the Building are free from any environmental liabilities to and claims from both government and non-,government parties. Any expenses arising out of or related to non-compliance of such reports.requirements shall be borne by Party A. (b) Except as described in Section 3.13(b) The Parties agree to engage an experienced environmental consultant to conduct an environmental assessment to determine pre-existing contamination levels of the Seller Disclosure Letter:Building and that such findings shall be verified and endorsed by the relevant municipal environmental protection authorities prior to the Effective Date. Such pre-existing contamination levels shall serve to protect the Company from possible future liability for contamination not generated by the Company’s operations. (ic) Party A hereby agrees to endeavour to assist to defend and indemnify the Company and the Subsidiaries are in compliance andParty B, for the last five yearsits Affiliates, have complied with all applicable Environmental Lawsdirectors, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”)officers, employees, and in compliance with their terms agents from and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to forever hold harmless the Company and the SubsidiariesParty B, taken as a whole; its Affiliates, directors, officers, employees, and agents against all claims, actions, proceedings, damages, losses, liabilities, costs and expenses (iiincluding reasonable attorney’s fees and environmental cleanup and remediation costs) neither the Company nor any Subsidiary has received notice of a civilarising out of, criminal based upon, or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to or in connection with any property environmental problem, environmental contamination, release of hazardous substances or facility currently wastes, or formerly owned, operated or leased by any of them, except similar problem which could not be accusing to the extent that any such matter would not reasonably be expected Company, found to be materially adverse exist in, at, or around the Building and which existed prior to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge start of operations of the Company, no portion of any property currently owned, leased or occupied by . (d) Party A should assist the Company or a Subsidiary is Contaminated, and neither to reach the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected agreement with Crystal Technology to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, reserve some production space for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Lawsexpansion.

Environmental Matters. (a) The Company’s existing Phase I All facilities and property (including Mineral Properties and underlying groundwater) owned or leased by any Loan Party or by the Greens Creek Joint Venture have been, and continue to be, owned or leased by such Loan Party or the Greens Creek Joint Venture in material compliance with all Environmental Reports set forth Laws, except as, individually or in Section 3.13(a) of the Seller Disclosure Letter (the “Environmental Reports”) aggregate, would not be reasonably expected to have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports.a Material Adverse Effect; (b) Except as described in Section 3.13(b) of there have been no past, and there are no pending or, to the Seller Disclosure Letter: Loan Parties’ knowledge, threatened written (i) claims, complaints, notices or requests for information received by any Loan Party or by the Company Greens Creek Joint Venture relative to any alleged violation of any Environmental Law that, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect, or (ii) complaints, notices or inquiries to any Loan Party or the Greens Creek Joint Venture regarding potential liability under any Environmental Law, that, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on, under or migrating from any Mineral Property or other Property now owned or leased by any Loan Party or by the Greens Creek Joint Venture that have, or would reasonably be expected to have, a Material Adverse Effect; (d) the Loan Parties and the Subsidiaries Greens Creek Joint Venture have been issued and are in compliance and, with all Governmental Approvals relating to environmental matters necessary for the last five yearsoperation of their business other than any non-compliance which, have complied with all applicable Environmental Lawsindividually or in the aggregate, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to have a Material Adverse Effect; and (e) the Company Loan Parties and the SubsidiariesGreens Creek Joint Venture have not transported, taken as sent or arranged for the transportation or disposal of any Hazardous Material in violation of, or in a whole; (ii) neither the Company nor manner that would be reasonably likely to give rise to liability under, any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any applicable Environmental Law relating to any property that, individually or facility currently in the aggregate, have, or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions athave, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole or as set forth in Section 3.13(a) 3.17 of the Seller Disclosure Letter (the “Environmental Reports”) have been made available for inspection by Parent and, to the Knowledge of the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Company Disclosure Letter: , (i) the Company and the each of its Subsidiaries are in compliance and, for the last five years, have complied with all applicable Environmental Laws, including the possession of and possess and are in compliance with all applicable Environmental Permits currently required under applicable such Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; they presently operate; (ii) neither the Company nor any Subsidiary has received notice there are no Materials of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to Concern at any property owned or facility currently or formerly owned, operated or leased by any of them, except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries, and, to the knowledge of the Company, no Materials of Environmental Concern were present under any property formerly owned or operated by or from the Company or any of its Subsidiaries during the period of time any such property was owned or operated by or from the Company or any of its Subsidiaries; and (viii) except to in the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a wholepast three (3) years, neither the Company nor any of the its Subsidiaries has arranged, by contract, agreementreceived any written notification alleging that it is liable for, or otherwiseany request for information pursuant to Section 104(e) of the Comprehensive Environmental Response, for the transportationCompensation and Liability Act or any similar state statute concerning, disposal any release or treatment threatened release of Hazardous Substances Materials of Environmental Concern at any location that except, with respect to any such notification or request for information, to the extent such matter has been resolved with the appropriate foreign, federal, state or local regulatory authority or otherwise; and (iv) in the past three (3) years, neither the Company nor any of its Subsidiaries has received any written claim or complaint, or is presently subject to liability for Response Actions any Action, relating to noncompliance with any Environmental Laws or any other liabilities arising under, relating to, or pursuant to Environmental LawsLaws (“Environmental Action”), and, to the knowledge of the Company, (x) no Environmental Action has been threatened in writing and (y) there are no facts, circumstances, or conditions that could reasonably be expected to give rise to an Environmental Action. To the knowledge of the Company, the Company has made available to Parent on the Datasite true copies of material documentation in its possession related to items identified on Section 3.17 of the Company Disclosure Letter. (b) Notwithstanding any other representations and warranties in this Agreement, the representations and warranties in this Section 3.17 are the only representations and warranties in this Agreement made by the Company with respect to Environmental Laws or Materials of Environmental Concern.

Environmental Matters. Except as set forth in Schedule 3.17: (a) The Company’s existing Phase I Environmental Reports set forth in Section 3.13(a) properties owned, leased or operated by each of the Seller Disclosure Letter Company and the Subsidiaries (the “"Properties") do not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Reports”) have been made available for inspection by Parent andLaws, which violations, Remedial Actions and liabilities, in the aggregate, could reasonably be expected to the Knowledge of the Company, were accurate and complete result in all material respects as of the date of such reports.a Material Adverse Effect; (b) Except as described in Section 3.13(b) The Properties and all operations of the Seller Disclosure Letter: (i) each of the Company and the Subsidiaries are in compliance andin all material respects, for and in the last five yearsyears (irrespective of whether the Company or the Subsidiaries then existed) have been in compliance, have complied with all applicable Environmental Laws, including the possession of and all necessary Environmental Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), have been obtained and are in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (ii) neither the Company nor any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any property or facility currently or formerly owned, operated or leased by any of themeffect, except to the extent that such non-compliance or failure to obtain any such matter would not necessary permits, in the aggregate, could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as not result in a wholeMaterial Adverse Effect; (iiic) neither There have been no Releases or threatened Releases at, from, under or proximate to the Properties or otherwise in connection with the current or former operations of the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named the Subsidiaries or, in connection with such Properties and operations obtained as a responsible result of the Spin-off, of Rockwell, which Releases or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to threatened Releases, in the extent such Contamination would not aggregate, could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as result in a whole, to the Knowledge of the Company, no portion of any property currently owned, leased or occupied by the Company or a Subsidiary is Contaminated, and neither Material Adverse Effect; (d) Neither the Company nor any of the Subsidiaries has caused received any notice of an Environmental Claim in connection with the Properties or taken the current or former operations of the Company or such Subsidiaries or with regard to any action that would person whose liabilities for environmental matters the Company or such Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in the aggregate, could reasonably be expected to result in any material liability or obligation relating to the environmental conditions ata Material Adverse Effect, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by nor do the Company or the Subsidiaries have reason to believe that any of the Subsidiariessuch notice will be received or is being threatened; and (ve) except Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on or under any of the Properties in a manner that could give rise to liability under any Environmental Law, nor have the Company or the Subsidiaries retained or assumed any liability, contractually, by operation of law or otherwise, with respect to the extent that any such matter would not generation, treatment, storage or disposal of Hazardous Materials, which liabilities, in the aggregate, could reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as result in a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsMaterial Adverse Effect.

Environmental Matters. (a) The Company’s existing Phase I Environmental Reports Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and except for those matters set forth in Section 3.13(a) 3.15 of the Seller Company Disclosure Letter (Schedule or for those matters which the “Environmental Reports”) have been made available for inspection by Parent and, to Company had established a reserve as reflected in the Knowledge audited consolidated balance sheet of the Company, were accurate and complete in all material respects Company as of December 31, 2008, or in the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: notes thereto: (i) each of the Company and the Company Subsidiaries (collectively, the “Inclusive Companies”) are and for the past three (3) years have been in substantial compliance with all applicable Environmental Laws and Environmental Permits, and each has all Environmental Permits necessary for the conduct and operation of the business as now being conducted, (ii) no Hazardous Substances are and, for since October 11, 2002, no Hazardous Substances have been used, generated, treated, stored, transported, disposed of, or handled by the last five years, have complied Company except in substantial compliance with all applicable Environmental Laws, including (iii) the possession Inclusive Companies have not received from any Person or Governmental Entity any written notice of all Permits required alleged, actual or potential responsibility or liability for release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, except for any such notices that have been substantially resolved to the satisfaction of such Person or Governmental Entity and do not require any ongoing obligations, (iv) the Inclusive Companies are not subject to any pending complaints, suits, administrative proceedings, judgments, orders or decrees arising under applicable Environmental Laws or related to operate the business as currently conducted Hazardous Substances (the “Environmental PermitsClaims”)) and, and in compliance with their terms and conditions, except to the extent knowledge of the Company, no Environmental Claims are threatened, (v) except as generally provided for in leases and credit agreements, since October 11, 2002, the Inclusive Companies have not by contract assumed, undertaken or provided an indemnity for which any Inclusive Company is legally obligated with respect to any pending Environmental Claim for which the Company has received written notice of such noncompliance would not reasonably be expected to be materially adverse indemnity obligation, (vi) to the Company and knowledge of the SubsidiariesCompany, taken as a whole; (ii) neither the Company nor no conditions exist at any Subsidiary has received notice of a civil, criminal or administrative suit, claim, action, proceeding or investigation under any Environmental Law relating to any real property or facility currently or formerly owned, operated or leased by any Inclusive Company, or at any real property to which any Inclusive Company sent, recycled, treated, stored, handled or disposed of them, except Hazardous Substances that could give rise to Inclusive Company liability under Environmental Law and (vii) to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole; (iii) neither the Company nor any Subsidiary has received from any Governmental Authority written notice that it has been named or may be named as a responsible or potentially responsible party under any Environmental Law for any site Contaminated by Hazardous Substances; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge knowledge of the Company, there are no portion facts, circumstances or conditions that could give rise to unbudgeted capital expenditures in excess of any property currently owned$4,000,000 related to Hazardous Materials. (b) To the knowledge of the Company, leased or occupied by the Company has made available to Parent copies of all material non-privileged environmental reports prepared within the past five (5) years and copies of all material non-privileged pleadings in the Company’s possession related to pending or a Subsidiary is Contaminated, and neither threatened Environmental Claims that could result in the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any incurring material liability or obligation relating to the environmental conditions at, on, above, liabilities under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiaries; and (v) except to the extent that any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, neither the Company nor any of the Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental Laws. (c) The Company’s accruals for environmental liabilities as reflected in the audited consolidated balance sheet of the Company as of December 31, 2008, or in the notes thereto, are in accordance with GAAP. (d) Except for the representations and warranties provided for in Section 3.9, this Section 3.15 represents the sole and exclusive representations and warranties of the Company with regard to matters arising under or relating to Environmental Laws or Hazardous Substances.

Environmental Matters. (a1) The Company’s existing Phase I Environmental Reports Except as set forth in on Section 3.13(a3.1(q)(1) of the Seller Company Disclosure Letter (the “Environmental Reports”) Schedule or as would not reasonably be expected to have been made available for inspection by Parent and, to the Knowledge of a Material Adverse Effect on the Company, were accurate and complete in all material respects as of the date of such reports. (b) Except as described in Section 3.13(b) of the Seller Disclosure Letter: (i) the Company and the its Subsidiaries have at all times complied and are in compliance and, for the last five years, have complied with all applicable Environmental Laws. Without limiting the generality of the foregoing, including the possession of all Permits required under applicable Environmental Laws to operate the business as currently conducted (the “Environmental Permits”), and in compliance with their terms and conditions, except to the extent such noncompliance would not reasonably be expected to be materially adverse to the Company and the Subsidiariesits Subsidiaries have obtained and complied with, taken as a wholeand are in compliance with, all permits, licenses and other authorizations that may be required under Environmental Laws; (ii) neither the Company nor its Subsidiaries (A) has caused any Subsidiary Release of any Materials of Environmental Concern on any Leased Real Property or any Owned Real Property or (B) has received notice stored, disposed of, arranged for or permitted the disposal of, transported or handled any Materials of a civil, criminal or administrative suit, claim, action, proceeding or investigation under Environmental Concern at any Environmental Law relating location which would give rise to any property liabilities (contingent or facility currently otherwise) or formerly ownedany investigative, operated corrective or leased by any of them, except remedial obligations pursuant to the extent that Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any such matter would not reasonably be expected to be materially adverse to the Company and the Subsidiariesother Environmental Laws as in effect on November 12, taken as a whole2003; (iii) neither the Company nor and its Subsidiaries have not received any Subsidiary has received from written notice, report or other information specifically directed to the Company or any Governmental Authority written notice that it has been named of its Subsidiaries regarding any judicial, administrative, or may be named as a responsible arbitral proceeding pending or potentially responsible party threatened against it, or any actual or alleged violation of or liability arising under any Environmental Law for any site Contaminated by Hazardous SubstancesLaws, which has not been resolved; (iv) except to the extent such Contamination would not reasonably be expected to be materially adverse to the Company and the Subsidiaries, taken as a whole, to the Knowledge of the Company, no portion its Subsidiaries have not entered into any consent decree or other agreement in settlement of any property currently ownedalleged violation of or liability under any applicable Environmental Law, leased under which decree or occupied by agreement the Company or a Subsidiary is Contaminated, and neither the Company nor any of the Subsidiaries has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to the environmental conditions at, on, above, under or about any properties or assets currently or formerly owned, leased, operated or used by the Company or any of the Subsidiariesunfulfilled obligations; and (v) except to the extent for asbestos cases that any such matter would not reasonably be expected to be materially adverse to have been filed against the Company and the Subsidiariesor any of its Subsidiaries on or prior to November 12, taken as a whole2003, neither the Company nor any of the its Subsidiaries have conducted their business in a manner that has arranged, by contract, agreementcaused personal injury to employees or third parties from asbestos exposure. (2) The Company and its Subsidiaries have furnished, or otherwiseprior to Closing will make available, for to Parent all material environmental audits, reports and other material environmental documents relating to its past or current properties, facilities or operations which were prepared on their behalf or are in their possession or under their reasonable control. (3) Notwithstanding any other representations and warranties in this Agreement, the transportationrepresentations and warranties in this Agreement with respect to matters relating to compliance with or liability under Environmental Laws or to Releases of, disposal contamination by or treatment exposure to Materials of Hazardous Substances at any location that is subject to liability for Response Actions pursuant to Environmental LawsConcern are set forth in this Section 3.1(q).