Common use of Environmental Matters Clause in Contracts

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for (a) The operations of the Company and each of its Subsidiaries comply in all respects with all Environmental Laws except such matters that non-compliance which would notnot (if enforced in accordance with applicable law) reasonably be expected to result, individually or in the aggregate, in a material adverse effect on the financial position or results of operations of the Company and its Consolidated Subsidiaries, considered as a whole. (b) Except as specifically identified in Schedule 4.07, the Company and each of its Subsidiaries have obtained all material licenses, permits, authorizations and registrations required under any Environmental Laws ("Environmental Permits") necessary for their respective operations, and all such Environmental Permits are in good standing, and the Company and each of its Subsidiaries is in compliance with all material terms and conditions of such Environmental Permits. (c) Except as specifically identified in Schedule 4.07, (i) none of the Company, any of its Subsidiaries or any of their present property or operations are subject to any outstanding written order from or settlement or consent agreement with any governmental authority or other Person, nor is any of the foregoing subject to any judicial or docketed administrative proceedings, respecting any Environmental Laws or Hazardous Substances with a potential liability in excess of $1,000,000 and (ii) there are no other conditions or circumstances known to the Company which may give rise to any claims respecting any Environmental Laws arising from the operations of the Company or its Subsidiaries (including, without limitation, off-site liabilities), or any additional costs of compliance with Environmental Laws, that would reasonably be expected to have a Company Material Adverse Effect: (i) each material adverse effect on the financial position or results of operations of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsSubsidiaries, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received considered as a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawwhole.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: : (a) Since January 1, 2013, (i) each of the Company and its Subsidiaries each Company Subsidiary has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing which compliance includes, but is not limited to, the possession of all Permits and complying other governmental authorizations under all Environmental Laws (“Environmental Permits”) to operate as currently operated, and compliance with all Licenses under Environmental Laws; the terms and conditions thereof, (ii) neither the environmental conditions atCompany nor any of the Company Subsidiaries has received any written communication alleging that the Company or any Company Subsidiary is not in such compliance and (iii) there is no reasonable basis for the revocation, adverse modification, or resulting from operations at, the properties currently owned, leased or operated non-renewal of any Environmental Permits held by the Company or any Company Subsidiary, or for the denial of its Subsidiaries any pending application for, or modification of the proposed terms of, any Environmental Permit necessary for the Company or any Company Subsidiary to operate as currently planned. (including soilsb) There is no Environmental Claim pending or, groundwater and surface water), and to the Knowledge of the Company, threatened against the Company or the Company Subsidiaries, or to the Knowledge of the Company against any properties formerly ownedPerson whose liability for any Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law. (c) To the Knowledge of the Company, leased there are no past or operatedpresent actions, are not contaminated with activities, circumstances, facts, conditions, events or incidents, including, without limitation, the presence, Release or threatened Release of any Hazardous Substances Material of Environmental Concern, that has or would reasonably be expected to result in form the basis of any Environmental Claim against the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any ProceedingSubsidiaries, or has otherwise received a written notice, alleging that it is liable against any Person whose liability for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in such Environmental Claim the Company or any Company Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any has retained or assumed either contractually or by operation of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawlaw.

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Partnership Material Adverse Effect: (ia) each of the Company Partnership and its Subsidiaries is and has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining, maintaining and complying with all Licenses under Partnership Permits required to be obtained pursuant to applicable Environmental LawsLaws (“Partnership Environmental Permits”); (iib) the environmental conditions atall Partnership Environmental Permits are in full force and effect and, where applicable, applications for renewal or resulting from operations at, the properties currently owned, leased amendment thereof have been timely filed; (c) no suspension or operated cancellation of any Partnership Environmental Permit is pending or threatened in writing; (d) there has been no release of any Hazardous Substance by the Company Partnership or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, or any properties formerly owned, leased or operated, are not contaminated with other Person in any Hazardous Substances manner that has or would reasonably be expected to result in give rise to the Company Partnership or any Retained Subsidiary of its Subsidiaries incurring any liability, remedial obligation, or corrective action requirement under applicable Environmental Laws; (e) there are no Proceedings pending or threatened in writing against the Partnership or any of its Subsidiaries or involving any real property currently or formerly owned, operated or leased by or for the Partnership or any of its Subsidiaries alleging noncompliance with, or liability or having to conduct or fund any cleanup or other remedial activity pursuantunder, directly or indirectly, to any applicable Environmental Law; and (iiif) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or no Hazardous Substance has otherwise received a written notice, alleging that it is liable for the release or threat of release been disposed of, released or exposure to, any Hazardous Substance that has or would reasonably be expected to result transported in the Company or any Subsidiary incurring liability under violation of any applicable Environmental Law; (iv) neither , from any properties while owned or operated by the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Partnership or any of its Subsidiaries may be in violation or as a result of any operations or subject to liability under any Environmental Law; and (v) neither activities of the Company nor Partnership or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. Except for such matters that would not, individually or as set forth in Section 3.10 of the aggregate, reasonably be expected to have a Disclosure Schedule: (a) the Company Material Adverse Effect: and the Company Subsidiaries (i) each of the Company are and its Subsidiaries has since the Applicable Date have been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater hold all necessary Environmental Permits and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) are and have been in compliance with their respective Environmental Permits; (b) neither the Company nor any Company Subsidiary has received any notice of its Subsidiaries is subject to any Proceedingalleged violation of Environmental Law or written request for information, or has otherwise received a written notice, alleging been notified in writing that it is liable for the release or threat of release ofa potentially responsible party, under CERCLA, or exposure toany similar Law of any country, any Hazardous Substance that has or would reasonably be expected to result in the Company state, province, municipality, locality or any Subsidiary incurring liability under any applicable Environmental Law; other jurisdiction; (ivc) neither the Company nor any Company Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of its Subsidiaries has received Hazardous Materials and, to the knowledge of Company, no investigation, litigation or other proceeding is pending or threatened with respect thereto, and, to the knowledge of Company, no condition, including, without limitation, the Release of Hazardous Materials, exists on any written noticeproperty currently or formerly owned or operated by the Company that is reasonably likely to lead to such investigation, demand, letter, claim litigation or request for information alleging that proceeding or to require investigation or remediation pursuant to applicable Environmental Law; (d) none of the real property currently or formerly owned or leased by the Company or any Company Subsidiary is listed or, to the knowledge of its Subsidiaries may be the Company, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date of this Agreement, or any similar list of sites in violation the Russian or any other jurisdiction requiring investigation or cleanup; and (e) the Purchaser has been provided access to all reports in the Company's possession or control assessing the environmental condition of or subject to liability under any Environmental Law; the Company's and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcurrent and former properties.

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of Effect on the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water)Subsidiaries, and to the Knowledge of the Company, any properties formerly owned(i) Company and its Subsidiaries have complied with all applicable Laws relating to: (a) the protection or restoration of the environment, leased health, safety or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawnatural resources; (iiib) neither the Company nor any of its Subsidiaries is subject to any Proceedinghandling, or has otherwise received a written noticeuse, alleging that it is liable for the presence, disposal, release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance; and (c) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (ii) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against the Company or its Subsidiaries relating to any Environmental Law and there is no reasonable basis for any such proceeding, claim, action or investigation; (iii) there are no agreements, orders, judgments, indemnities or decrees by or with Company or its Subsidiaries, and any Person, court, regulatory agency or other Governmental Entity, that has could impose any liabilities or would obligations under or in respect of any Environmental Law; (iv) there are, and have been, no hazardous substances or other environmental conditions at any property under circumstances which could reasonably be expected to result in the liability to or claims against Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject relating to liability under any Environmental Law; and (v) neither the there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or legal requirements that could give rise to obligations or liabilities to Company nor any of and its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: (i) each , none of the members of the Company and its Subsidiaries Group (a) has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by received any written notice alleging that the Company or any of its Subsidiaries (including soilsSubsidiary has violated, groundwater and surface water)or has any liability under, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiib) neither the Company nor any of its Subsidiaries is subject to any Proceedinghas transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed, or has otherwise received a written notice, alleging that it is liable arranged for the release or threat disposal, of release of, or exposure to, any Hazardous Substance that has Substances in violation of or would reasonably be expected in a manner giving rise to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (ivc) neither has exposed any employee or other Person to Hazardous Substances in violation of or in a manner giving rise to liability under any applicable Environmental Law; (d) is a party to or is the subject of any pending or, to the Knowledge of the Company, threatened Legal Proceeding (i) alleging the noncompliance by the Company nor Group with any Environmental Law; or (ii) seeking to impose any responsibility for any investigation, cleanup, removal or remediation pursuant to any Environmental Law; (e) has failed or is failing to comply with any Environmental Law, which compliance includes possession and maintenance of its Subsidiaries all Permits required under applicable Environmental Laws; or (f) owns or operates, or has received owned or operated, any written noticeproperty or facility contaminated by any Hazardous Substance, demand, letter, claim or request for information alleging that so as to result in liability to the Company or any of its Subsidiaries may be in violation of or subject to liability Subsidiary under any Environmental Law; . The Company Group has furnished to the Buyer Parties all environmental audits, reports and (v) neither other material environmental documents relating to the Company nor any of its Subsidiaries is subject toCompany’s, or has assumed its affiliates’ or retainedpredecessors’, any outstanding obligations under any orderspast or current properties, decrees facilities or injunctions, operations which are in their possession or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawreasonable control.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: : (a) The Company and each of its Subsidiaries (i) each of the Company and its Subsidiaries has since the Applicable Date been is in compliance with all all, and is not subject to any liability with respect to any, applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atholds or has applied for all Environmental Permits necessary to conduct their current operations, or resulting from operations at, the properties currently owned, leased or operated by and (iii) is in compliance with their respective Environmental Permits. (b) None of the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law. (c) None of the Company or any of its Subsidiaries (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to (A) compliance with Environmental Laws or Environmental Permits or (B) the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and no investigation, litigation or other proceeding is pending or, to the knowledge of the Company, threatened with respect thereto, or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law; and Law or relating to any Hazardous Materials. (vd) neither None of the real property owned or leased by the Company nor or any of its Subsidiaries is subject tolisted or, to the knowledge of the Company, proposed for listing on the “National Priorities List” under CERCLA, as updated through the date hereof, or has assumed any similar state or retainedforeign list of sites requiring investigation or cleanup. (e) To the knowledge of the Company, there are no past or present conditions, circumstances, or facts that may (i) interfere with or prevent continued compliance by the Company or any outstanding obligations of its Subsidiaries with Environmental Laws and the requirements of Environmental Permits, (ii) give rise to any liability or other obligation under any orders, decrees or injunctionsEnvironmental Laws, or outstanding obligations (iii) form the basis of any claim, action, suit, proceeding, or claims under investigation against or involving the Company or any indemnities of its Subsidiaries based on or other contractual agreements, concerning liability or obligations relating related to any Environmental Law.

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each material liability of the Company and its Subsidiaries, taken as a whole: (i) the Company and its Subsidiaries has since the Applicable Date been have complied in compliance all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) none of the environmental conditions at, Company or resulting from operations atits Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or any of its Subsidiaries to be contaminated with any Hazardous Substances; (including soils, groundwater and surface water), and to iii) the Knowledge of the Company, any properties formerly owned, leased or operated, are operated by the Company or its Subsidiaries were not contaminated with any Hazardous Substances that has during the period of ownership, leasing or would reasonably be expected to result in operation by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental LawSubsidiaries; (iv) neither as of the date hereof, none of the Company nor or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); (v) as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Subsidiary may be in material violation of or subject to have material liability under any Environmental Law; and (vvi) neither none of the Company nor any of or its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under to any orders, decrees or injunctionsdecrees, or outstanding obligations or claims under any indemnities injunctions or other arrangements with any Governmental Entity or subject to any contractual agreements, concerning liability indemnity or obligations other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, as could not reasonably be expected to have a Company Material Adverse Effect: : (a) None of the Credit Parties nor any of their Subsidiaries (including Unrestricted Subsidiaries) is subject to any Environmental Liability and none of the Credit Parties or any their Subsidiaries (including Unrestricted Subsidiaries) has been designated as a potentially responsible party under CERCLA. None of the Properties has been identified on any current or proposed (i) each National Priorities List under 40 C.F.R. § 300, (ii) CERCLIS list, or (iii) any list arising from a state statute similar to CERCLA. (b) No Hazardous Materials have been or are being 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 or under the Properties, or, to the best of the Company knowledge of any Credit Party, at or from any adjacent site or facility, except for Hazardous Materials, such as cleaning solvents, pesticides and its Subsidiaries has since other materials used, produced, manufactured, processed, treated, recycled, generated, stored, disposed of, and managed or otherwise handled in minimal amounts in the Applicable Date been ordinary course of business in compliance with all applicable Environmental Laws, including possessing Requirements. (c) Each Credit Party and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any each of its their Subsidiaries (including soils, groundwater and surface water)Unrestricted Subsidiaries) has procured all Environmental Authorizations necessary for the conduct of its business, and to is in compliance with all Environmental Requirements in connection with the Knowledge operation of the CompanyProperties and the Credit Parties, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; and each of their respective Subsidiary’s (iiiincluding Unrestricted Subsidiaries) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawrespective businesses.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Viacom Material Adverse Effect: : (a) Viacom and its subsidiaries (i) each of the Company and its Subsidiaries has since the Applicable Date been are in compliance with all applicable all, and are not subject to any asserted liability or, to Viacom's knowledge, any liability (including liability with respect to current or former subsidiaries or operations), in each case with respect to any, Environmental LawsLaws (as defined below), including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, hold or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries have applied for all Environmental Permits (including soils, groundwater as defined below) and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) are in compliance with their respective Environmental Permits; (b) neither the Company Viacom nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries Viacom subsidiary has received any written notice, demand, letter, claim or request for information alleging that the Company Viacom or any of its Subsidiaries subsidiaries is or may be in violation of, or liable under, any Environmental Law; (c) neither Viacom nor any of its subsidiaries (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials (as defined below) and, to the knowledge of Viacom, no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto, or (ii) is an indemnitor in connection with any threatened or asserted claim by any third-party indemnitee for any liability under any Environmental LawLaw or relating to any Hazardous Materials; and and (vd) neither none of the Company nor real property owned or leased by Viacom or any of its Subsidiaries subsidiaries is subject tolisted or, to the knowledge of Viacom, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date hereof, or has assumed any similar state or retained, any outstanding obligations under any orders, decrees foreign list of sites requiring investigation or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcleanup.

Environmental Matters. (a) Except for such matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company: (i) each no notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding (or any basis therefor) is pending or, to the knowledge of the Company, is threatened relating to the Company, any of its Subsidiaries or any of their respective properties, and relating to or arising out of any Environmental Law or Hazardous Substance; (ii) the Company and its Subsidiaries has since the Applicable Date are and have been in compliance with all Environmental Laws and all applicable Environmental LawsPermits; and (iii) there are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, including possessing whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance and complying with all Licenses under Environmental Laws; there is no condition, situation or set of circumstances that could reasonably be expected to result in any such liability or obligation. (iib) There has been no environmental investigation, study, audit, test, review or other analysis conducted of which the environmental conditions at, Company has knowledge in relation to the current or resulting from operations at, prior business of the properties currently Company or any of its Subsidiaries or any property now or previously owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and that has not been delivered to Parent at least five Business Days prior to the Knowledge date hereof. (c) None of the Companytransactions contemplated by this Agreement requires any filing, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup notification or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability action under any Environmental Law; , including, without limitation, the Connecticut Transfer Act and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawNew Jersey Industrial Site Recovery Act.

Environmental Matters. (a) Except for such matters that as would notnot otherwise reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company SpinCo Material Adverse Effect: : (i) each With respect to the operation of SpinCo and the SpinCo Business, the Company and its Subsidiaries has since are, and during the Applicable Date been past three (3) years the Company and its Subsidiaries have been, in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining, maintaining, and complying with all Licenses Permits required under Environmental Laws; Laws for the operation of the SpinCo Business, all of which Permits are in full force and effect; (ii) With respect to the environmental conditions at, or resulting from operations atoperation of SpinCo and the SpinCo Business, the properties currently owned, leased Company and its Subsidiaries have not received written notice from any Governmental Authority or operated Person alleging any non-compliance with or Liability under any applicable Environmental Law by the Company or any of its Subsidiaries Subsidiaries; (including soils, groundwater and surface water), and iii) No Actions pursuant to any Environmental Law to the Knowledge of extent affecting SpinCo, the Company, SpinCo Business or any properties formerly owned, leased SpinCo Assets are pending or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result threatened in writing against the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof its Subsidiaries; and (iiib) neither Neither the Company nor any of its Subsidiaries is subject to has Released Hazardous Materials at, on, upon, into or from any Proceeding, Company Real Property at concentrations or has otherwise received a written notice, alleging under conditions that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability any Liability that is material to SpinCo under any applicable Environmental Law; Laws. (ivc) neither Except for the Company nor any representations and warranties expressly set forth in this Section 5.19, none of its Subsidiaries has received any written noticethe Company, demandSpinCo, letter, claim or request for information alleging that the Company or any other Person makes any other express or implied representation or warranty with respect to Environmental Laws or Permits thereunder, and none of its Subsidiaries may the other representations and warranties contained in this Agreement or in any certificate, document or instrument delivered pursuant to this Agreement will be deemed to be given in violation of or subject relation to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws Permits thereunder.

Environmental Matters. Except for such matters that would notas disclosed on Schedule 2.21, individually or in with respect to facts, circumstances or conditions that, to the aggregateCompany's knowledge, could not reasonably be expected to have a Company Material Adverse Effect: (i) each of result in costs or expenses exceeding $1,000,000 in the aggregate: 2.21.1 the Company and its Subsidiaries has since the Applicable Date been are conducting and have conducted their respective businesses and operations in compliance with all applicable Environmental LawsLaws (as herein defined) and pursuant to all necessary government permits. There is no Environmental Claim (as herein defined) pending or threatened, including possessing and complying against the Company or any Subsidiary of the Company or with all Licenses under respect to any of their respective current or former properties or assets; 2.21.2 there are no circumstances, events or incidents, including, without limitation, the presence, release, emission, discharge, storage, generation, treatment or disposal of any Hazardous Substance (as herein defined), that could form the basis of any valid Environmental Laws; Claim against the Company or any Subsidiary of the Company with respect to any current or former parcel of real property owned by or leased to the Company or any Subsidiary of the Company (ii) collectively, the environmental conditions at"Real Property"). No Real Property, or resulting from operations at, the properties currently owned, other real property or previously owned or leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge Subsidiary of the Company, any properties formerly ownedis listed or proposed for listing, leased as sites requiring investigation or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) clean-up; 2.21.3 neither the Company nor any Subsidiary of its Subsidiaries is subject to any Proceeding, the Company has transported or has otherwise received a written notice, alleging that it is liable arranged for the release transportation (directly or threat indirectly) of release of, or exposure to, any Hazardous Substance that has to any location which is listed or would proposed for listing under CERCLA or any other similar Environmental Law, or which is the subject of docketed federal, state, local or foreign enforcement actions or other investigation which could reasonably be expected to result in lead to claims against the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither of the Company nor any for clean-up costs, remedial work, damages to natural resources or for personal injury claims; 2.21.4 there have been no environmental audits, reports or reviews conducted by or which are in the possession of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor in relation to the Real Property, and there have been no administrative or consent orders of any kind to which the Company or any Subsidiary of its Subsidiaries the Company is subject toor has been a party, in relation to any property or facility now or previously owned or leased by the Company or any Subsidiary of the Company which have not been delivered to Buyer prior to the date hereof; 2.21.5 no Hazardous Substance has been generated, treated, stored, released, disposed or otherwise placed or located on or deposited in the Real Property or any real property previously owned, leased or used by the Company or any Subsidiary of the Company during or prior to the ownership, or has assumed during the lease or retaineduse, of such real property by the Company or any outstanding obligations Subsidiary of the Company in an amount which could reasonably be expected to require cleanup or other remedial action under Environmental Laws; 2.21.6 no above-ground or underground tanks are or have ever been located under, in or about the Real Property or any ordersreal property previously owned, decrees leased or injunctionsused by the Company or any Subsidiary of the Company, which tanks were located on such real property during or prior to the ownership, lease or use of such real property by the Company or any Subsidiary of the Company; and 2.21.7 no Real Property or any real property previously owned, leased or used by the Company or any Subsidiary of the Company is listed or is proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any similar Environmental LawLaws. 2.21.8 The following terms shall have the meanings set forth below:

Environmental Matters. (a) Except (i) as disclosed in the Current SEC Reports or (ii) to the extent that the inaccuracy of any of the following (or the circumstances giving rise to such inaccuracy), individually or in the aggregate, would not have a Material Adverse Effect: (A) The Company and its subsidiaries are and within the period of all applicable statutes of limitation have been in compliance with all applicable Environmental Laws; and (B) the Company and its subsidiaries hold all Environmental Permits (each of which is in full force and effect) required for any of their current operations and for any property owned, leased, or otherwise operated by any of them, and are and within the period of all applicable statutes of limitation have been in compliance with all such matters Environmental Permits. (ii) Neither the Company nor any of its subsidiaries has received any Environmental Claim (as hereinafter defined) against any of them, and the Company has no knowledge of any such Environmental Claim being threatened. (iii) The Company has no knowledge of the presence or suspected presence of any Materials of Environmental Concern at any location that could be reasonably likely to form the basis of any Environment Claim against the Company or any of its subsidiaries or any entity for which any of them may be responsible. (b) To the knowledge of the Company, the Company has provided to Purchaser all Environmental Reports, and has disclosed to Purchaser all costs the Company and any of its subsidiaries expect to incur for ongoing, and reasonably anticipated, investigation and remediation of Materials of Environmental Concern (including, without limitation, any payments to resolve any threatened or asserted Environmental Claim for investigation and remediation costs), except any such Environmental Reports which do not disclose or indicate circumstances which, and except any such costs which, would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: . (ic) each For purposes of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations atthis Agreement, the properties currently owned, leased or operated by terms below shall have the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.following meanings:

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a The Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with obtained all applicable Environmental Lawsand material permits, including possessing licenses and complying with all Licenses other authorizations that are required under Environmental Laws; (ii) the environmental is in compliance with all material terms and conditions atof such required permits, licenses and authorizations, and also is in compliance with all other material limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in such laws or contained in any regulation, code, plan, order, decree, judgment, notice or demand letter issued, entered, promulgated or approved thereunder; (iii) is not aware of and has not received notice of any event, condition, circumstance, activity, practice, incident, action or plan that is reasonably likely to interfere with or prevent continued compliance or that would give rise to any common law or statutory liability, or resulting from operations at, otherwise form the properties currently owned, leased or operated by basis of any Environmental Claim with respect to the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, person or entity whose liability for any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in Environmental Claim the Company has retained or any Retained Subsidiary incurring liability assumed either contractually or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any by operation of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawlaw; (iv) neither has not disposed of, released, discharged or emitted any Hazardous Materials into the Company nor soil or groundwater at any of its Subsidiaries has received properties owned or leased at any written noticetime by the Company, demandor at any other property, letter, claim or request for information alleging that the Company exposed any employee or other individual to any of its Subsidiaries may be Hazardous Materials or condition in violation of such a manner as would result in any material liability or subject to liability under result in any Environmental Lawcorrective or remedial action obligation; and (v) neither has taken all actions necessary under Environmental Laws to register any products or materials required to be registered by the Company nor (or any of its Subsidiaries is subject toagents) thereunder. No Hazardous Materials are present in, on, or has assumed under (or, to the knowledge of the Company, in the vicinity of) any properties owned, leased or retained, used at any outstanding obligations time (including both land and improvements thereon) by the Company so as to give rise to any material liability or corrective or remedial obligation of the Company under any ordersEnvironmental Laws. For the purposes of this Section 2.17, decrees "Environmental Claim" means any notice, claim, act, cause of action or injunctionsinvestigation by any person alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries or penalties) arising out of, based on or resulting from (i) the presence, or outstanding obligations release into the environment, of any Hazardous Materials or claims under (ii) any indemnities violation, or other contractual agreementsalleged violation, concerning liability or obligations of any Environmental Laws. "Environmental Laws" means all Federal, state, local and foreign laws and regulations relating to pollution or the environment (including ambient air, surface water, ground water, land surface or subsurface strata) or the protection of human health and worker safety, including, without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials. "Hazardous Materials" means chemicals, pollutants, contaminants, wastes, toxic substances, radioactive and biological materials, asbestos- containing materials (ACM), hazardous substances, petroleum and petroleum products or any fraction thereof, excluding, however, Hazardous Materials contained in products typically used for office and janitorial purposes properly and safely maintained in accordance with Environmental LawLaws.

Environmental Matters. Except as reflected in the Transwestern Financial Statements, the MEP Financial Statements or the Canyon Financial Statements, and except for any such matters matter that would could not, individually or in the aggregate, reasonably be expected to have a Company an ETIH Material Adverse Effect: : (ia) The operations of each of the Company and its Subsidiaries has since ETIH Group Entities have been and, as of the Applicable Date been Closing Date, will be, in compliance with all Environmental Laws; (b) Each of the ETIH Group Entities has obtained and will, as of the Closing Date, maintain in full force and effect all permits, licenses and registrations, and has timely made and will, as of the Closing Date, timely make all filings, permit renewal applications, reports and notices required under applicable Environmental LawsLaw in connection with the operations of its business; (c) None of the ETIH Group Entities is the subject of any outstanding written agreements (including consent orders and settlement agreements) with any Governmental Entity or other Person imposing liability or obligations with respect to any environmental matter; (d) None of ETP or its Subsidiaries, including possessing and complying any ETIH Group Entities, has received any written communication from any Governmental Entity or other Person alleging, with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations atrespect to any such party, the properties currently ownedviolation of or liability under any Environmental Law by or of the ETIH Group Entities or requesting, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and with respect to the Knowledge ETIH Group Entities, information with respect to an investigation pursuant to any Environmental Law; and (e) There has been no Release of any Hazardous Material from or in connection with the properties or operations of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances ETIH Group Entities that has not been adequately reserved for in the Transwestern Financial Statements, the MEP Financial Statements or would the Canyon Financial Statements and that has resulted or could reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under Environmental Laws or a claim for damages or compensation by any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawPerson.

Environmental Matters. Except for such matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and each of its Subsidiaries is, and since January 1, 2019 has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing obtaining, maintaining, and complying with all Licenses permits, authorizations, consents, registrations, and approvals required under Environmental Law; (ii) neither the Company nor any of its Subsidiaries is a party to any pending or, to the Knowledge of the Company, threatened Proceeding alleging non-compliance by the Company or its Subsidiaries with, or that the Company or its Subsidiaries have a liability under, Environmental Laws; (iiiii) neither the environmental conditions atCompany nor any of its Subsidiaries nor, to the Knowledge of the Company, nor any other Person has Released or caused the Release of any Hazardous Materials into the environment on or from the Owned Real Property or the real property leased by the Company or any of its Subsidiaries, or resulting from operations at, the properties currently formerly owned, leased or operated by the Company or any of its Subsidiaries, that are required under applicable Environmental Laws to be abated or remediated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to or such that the Knowledge of the Company, Company or any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or Subsidiary would reasonably be expected to result in the Company or incur any Retained Subsidiary incurring other liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable under Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; and (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or Subsidiary has assumed or retainedundertaken, or held harmless or provided any indemnity to a third party for, any outstanding obligations liability of a third party under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the The Company and its Subsidiaries has are and have been since the Applicable Date been in compliance in all material respects with all applicable Environmental Laws. (b) No property currently or, including possessing and complying with all Licenses under Environmental Laws; (ii) to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater groundwater, surface water, buildings and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not subsurface structures) is contaminated with any Hazardous Substances that has or would Substance under circumstances which could reasonably be expected to result in the Company or any Retained Subsidiary incurring a material liability or having to conduct or fund require any cleanup or other remedial activity pursuant, directly or indirectly, material obligation pursuant to any applicable Environmental Law; . (iiic) neither Neither the Company nor any of its Subsidiaries is subject to any Proceeding, material obligation or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Law; third-party property. (ivd) neither Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to any material obligation or liability under any Environmental Law; and , which has not been resolved. (ve) neither Neither the Company nor any of its Subsidiaries is subject to, to any Order or has assumed other agreement with any Governmental Entity or retained, any outstanding obligations under indemnity or other agreement with any orders, decrees or injunctions, or outstanding third party relating to any obligations or claims liabilities under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law. (f) The Company has made available to Parent copies of all material environmental reports and other material environmental information in the possession of the Company relating to the properties or operations of the Company or its Subsidiaries.

Environmental Matters. Except for such matters that as disclosed in Section 3.10 of the Disclosure Schedule or as disclosed in any Company SEC Report or as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: : (a) the Company and the Company Subsidiaries (i) each of the Company and its Subsidiaries has since the Applicable Date been are in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater hold all necessary Environmental Permits and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) are in compliance with their respective Environmental Permits; (b) neither the Company nor any of its Subsidiaries is subject to Company Subsidiary has received any Proceedingwritten request for information, or has otherwise received a written notice, alleging been notified in writing that it is liable for the release or threat of release ofa potentially responsible party, under CERCLA, or exposure toany similar Law of any state, any Hazardous Substance that has or would reasonably be expected to result in the Company locality or any Subsidiary incurring liability under any applicable Environmental Law; other jurisdiction; (ivc) neither the Company nor any Company Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of its Subsidiaries has received Hazardous Materials (as defined below) and, to the knowledge of Company, no investigation, litigation or other proceeding is pending or threatened with respect thereto, and no condition exists on any written noticeproperty currently or formerly owned or operated by the Company that is reasonably likely to lead to such investigation, demand, letter, claim litigation or request for information alleging that proceeding; (d) none of the real property currently or formerly owned or leased by the Company or any Company Subsidiary is listed or, to the knowledge of its Subsidiaries may be in violation the Company, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tothis Agreement, or any similar list of sites in the United States or any other jurisdiction requiring investigation or cleanup; and (e) Oak Hill has assumed been provided access to all material reports in the Company's possession or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcontrol assessing the environmental condition of the Company's current and former properties.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: , (ia) each since January 1, 2010, neither the Company nor any Company Subsidiary has violated, nor is the Company or any Company Subsidiary in violation of, applicable Environmental Law; (b) there has been no release to the environment of any Hazardous Substances by the Company or any Company Subsidiary that would reasonably be expected to result in losses, damages or liabilities to the Company or any Company Subsidiary and, to the knowledge of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsCompany, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary (including soils, groundwater soils and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, ground waters) are not contaminated with any Hazardous Substances that has or Substance which would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawrequire remediation; (iiic) neither the Company nor any of its Subsidiaries is subject Company Subsidiary is, actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any off-site contamination by Hazardous Substance that has or would reasonably be expected to result in Substances; (d) the Company or any Subsidiary incurring liability and the Company Subsidiaries have all permits, licenses and other authorizations required of the Company and the Company Subsidiaries under any applicable Environmental LawLaw (“Environmental Permits”); (ive) neither the Company nor any Company Subsidiary is the subject of its Subsidiaries has received any written noticepending, demandor to the Company’s knowledge, letterthreatened claims, claim actions or request for information alleging that the Company suits relating to Hazardous Substances or any of its Subsidiaries may be in violation of or subject to liability arising under any Environmental LawLaws; and (vf) neither the Company nor any of and each Company Subsidiary is in compliance with its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawPermits.

Environmental Matters. (a) Except for as set forth on Schedule 8.4(a), the Company shall keep and maintain any property either owned, leased, operated or occupied by the Company free and clear of any Environmental Liens, and the Company shall keep all such matters property free of Hazardous Material contamination (other than de minimis releases of Hazardous Materials that would not, individually or may occur in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each ordinary course of the Company Company's business that could not result in a material liability to the Company) and its Subsidiaries has since the Applicable Date been in material compliance with all applicable Environmental Laws and the terms and conditions of any Environmental Permits; provided, however, that the Company shall have the right at its cost and expense, and acting in good faith, to contest, object or appeal by appropriate legal proceeding the validity of any Environmental Lien. The contest, objection or appeal with respect to the validity of an Environmental Lien shall suspend the Company's obligation to eliminate such Environmental Lien under this paragraph pending a final determination by appropriate administrative or judicial authority of the legality, enforceability or status of such Environmental Lien, provided that the following conditions are satisfied: (i) contemporaneously with the commencement of such proceedings, the Company shall give written notice thereof to each Purchaser and its Transferees while they hold Shares; and (ii) if under applicable law any real property or improvements thereon are subject to sale or forfeiture for failure to satisfy the Environmental Lien prior to a final determination of the legal proceedings, the Company must successfully move to stay such sale, forfeiture or foreclosure pending final determination of the Company's action; and (iii) the Company must, if requested by a majority of the then-outstanding Shares, furnish to the Purchasers and their Transferees, as a group, while they hold Shares, a good and sufficient bond, surety, letter of credit or other security satisfactory to such holders equal to the amount (including any interest and penalty) secured by the Environmental Lien. (b) The Company will, by administrative or judicial process, enforce the obligations of any other Person who is potentially liable for damages, contribution or other relief in connection with any violation of Environmental Laws, including, but not limited to, asbestos abatement, Hazardous Material remediation or off-site or on-site disposal. (c) The Company will defend, indemnify and hold harmless each current and future holder of Shares, its employees, officers, directors, stockholders, partners, financial and legal representatives and assigns, from and against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits and claims, joint or several, and any costs, disbursements and expenses (including possessing attorneys' fees and complying with all Licenses under Environmental Lawsexpenses and costs of investigation) of whatever kind or nature, known or unknown, contingent or otherwise asserted against, imposed on, or sustained by, them, arising out of or in any way related to (i) the presence, disposal, release, removal, discharge or storage of any Hazardous Material upon, into, from or affecting any real property (including improvements) currently or formerly owned, leased, operated or occupied by or on behalf of the Company or any predecessor thereof; (ii) the environmental conditions atany judicial or administrative action, suit or resulting proceeding, actual or threatened, relating to Hazardous Material upon, in, from operations at, the properties or affecting any real property (including improvements) currently or formerly owned, leased leased, operated or operated occupied by the Company for which the Company could be liable; (iii) any violation of any Environmental Law or Environmental Permit, by the Company or any of its Subsidiaries (including soilstheir agents, groundwater and surface water)tenants, and to the Knowledge of the Company, any properties formerly owned, leased subtenants or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawinvitees; (iv) neither the Company nor any imposition of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawLien for the recovery of costs expended in the investigation, study or remediation of any environmental liability of (or asserted against) the Company; and (v) neither any liability arising out of or related to the off-site shipment, transportation, disposal, treatment, handling or disposal of Hazardous Materials by or on behalf of the Company nor or any predecessor thereof. This Section 8.4(c) and Section 8.4(d) shall survive any payment, conversion or transfer of its Subsidiaries Shares and any termination of this Agreement. (d) To the extent that the Company is subject to, or has assumed or retained, any outstanding obligations strictly liable without regard to fault under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law, the Company's obligations to the holders of Shares under any of the indemnification provisions of this Agreement shall likewise be strict without regard to fault with respect to the violation of any Environmental Law, which results in any liability to any of the indemnified persons referred to in Section 8.4(c).

Environmental Matters. (a) Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: : (i) each of the Company and its Subsidiaries (A) is and has since the Applicable Date been in compliance with applicable Environmental Laws and (B) has received and is and has been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses Permits required under Environmental Laws; Laws for the conduct of its business; (ii) neither the environmental conditions atCompany nor any of its Subsidiaries has been in the past ten years or is presently the subject of any Environmental Claim and, to the knowledge of the Company, no Environmental Claim is pending or resulting from operations at, the properties currently owned, leased or operated by threatened against either the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to or against any Person whose liability for the Knowledge Environmental Claim was or may have been retained or assumed either contractually or by operation of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in law by either the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; of its Subsidiaries; (iii) neither the Company nor any of its Subsidiaries is subject to nor any Proceedingother Person has managed, used, stored or has otherwise received a written noticedisposed of Hazardous Materials on, alleging that it is liable for the release at or threat of release ofbeneath any properties currently owned, leased, operated or exposure toused or previously owned, any Hazardous Substance that has leased, operated or would reasonably be expected to result in used by the Company or any Subsidiary incurring liability under any applicable Environmental Law; of its Subsidiaries; (iv) neither the Company nor any of its Subsidiaries has received any written noticeno properties presently owned, demand, letter, claim leased or request for information alleging that operated by either the Company or any of its Subsidiaries may be in violation of contain any landfills, surface impoundments, disposal areas, underground storage tanks, aboveground storage tanks, asbestos or subject to liability under any Environmental Lawasbestos-containing material, polychlorinated biphenyls, radioactive materials or other Hazardous Materials; and and (v) neither 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 leased or operated by either the Company nor or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating Subsidiaries. (b) This Section 3.14 contains the exclusive representations and warranties with respect to any Environmental Lawenvironmental matters. (c) For purposes of the Agreement:

Environmental Matters. Except Since February 1, 2020, except for such matters that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of neither the Company and its Subsidiaries has since the Applicable Date been nor any Company Subsidiary is in compliance with all applicable violation of any Environmental LawsLaw, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions at, or resulting from operations at, none of the properties currently ownedor, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, formerly owned or occupied by the Company or any properties formerly owned, leased Company Subsidiary (or operated, are not which the Company or any Company Subsidiary has a right to occupy) is contaminated with any Hazardous Substances Substance under circumstances that has or would reasonably be expected to result in require remediation or other action pursuant to any Environmental Law, (c) except for matters which have been fully resolved with no outstanding potential liability for the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any ProceedingSubsidiaries, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that information, notice of liability or potential liability or claim or, to the Knowledge of the Company, is otherwise subject to liability relating to any off-site disposal or contamination involving Hazardous Substances affecting any non-owned properties or natural resources, (d) the Company and the Company Subsidiaries have all permits, licenses and other authorizations required under any Environmental Law and the Company and the Company Subsidiaries are in compliance with such permits, licenses and other authorizations, (e) no Proceeding is pending, or to the Company’s Knowledge, threatened, concerning or relating to the operations of the Company or any of its Subsidiaries may be Company Subsidiary that seeks to impose, or that is reasonably likely to result in violation of or subject to the imposition of, any liability arising under any Environmental Law; Law upon the Company or any Company Subsidiary and (vf) neither the Company nor any of its Subsidiaries Company Subsidiary is subject toto any order, decree, injunction or has assumed other binding agreement with any Governmental Entity or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities indemnity or other contractual agreements, concerning agreement with any third party providing for or requiring it to assume or incur any liability or obligations relating to under any Environmental Law.

Environmental Matters. Except for such matters that would not, individually or Notwithstanding anything to the contrary contained in this Agreement and in addition to the aggregate, reasonably be expected to have a Company Material Adverse Effect: other representations and warranties contained herein: (ia) each of the The Company and its Subsidiaries has since the Applicable Date been operations are in material compliance with all applicable laws, regulations and other requirements of governmental or regulatory authorities or duties under the common law relating to Hazardous Materials (as defined below) or to the protection of health, safety or the environment (collectively, "Environmental Laws") and has obtained, including possessing maintained in effect and complying complied in all material respects with all Licenses licenses, permits and other authorizations or registrations required under Environmental Laws; Laws except where such noncompliance or such failure to obtain, maintain in effect or comply with such licenses, permits and other authorizations or registrations would not give rise to a Material Adverse Effect. (iib) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the The Company or has not performed any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or act which would reasonably be expected to result give rise to, and has not otherwise incurred, liability to any person (governmental or not) under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. (S) 9601 et seq. ("CERCLA"), or any -- ---- similar state or municipal law, except in either case where such liability would not constitute a Material Adverse Effect. nor has the Company received notice of any such liability or any Retained Subsidiary incurring liability claim therefor or having submitted notice pursuant to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, Section 103 of CERCLA to any applicable governmental agency. (c) To the knowledge of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, no asbestos, lead, petroleum, hazardous substance, hazardous waste, contaminant, pollutant or toxic substance (as such terms may be defined in any Environmental Law; (iiiLaw and collectively referred to herein as "Hazardous Materials") neither has been released, placed, dumped or otherwise come to be located on, at, beneath or near, and no storage tank containing any Hazardous Materials is located at, any of the real property and/or improvements currently or formerly owned or leased by the Company nor any of its Subsidiaries is which could subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, to a claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject claims pursuant to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: , (a) none of the Company or its Subsidiaries has received any written notice alleging that the Company or any Subsidiary has violated, been in non-compliance with, or has any liability under, any applicable Environmental Law; (b) to the Knowledge of the Company, there has been no Release or presence of or exposure to any Hazardous Substance, whether on or off, any property currently or formerly owned or operated by the Company or any Subsidiary that would reasonably be expected to result in liability or a requirement for investigation, notification or remediation by the Company or any Subsidiary under Environmental Law; (c) none of the Company or its Subsidiaries is a party to or is the subject of any current, pending or, to the Knowledge of the Company, threatened Legal Proceeding, Order or Lien (i) each alleging or with respect to noncompliance by the Company or any of its Subsidiaries with or liability under any Environmental Law; or (ii) seeking to impose any financial responsibility for any investigation, cleanup, removal or remediation pursuant to any Environmental Law; (d) the Company and its Subsidiaries has since the Applicable Date are and have been in compliance with all applicable Environmental Laws, including possessing obtaining, maintaining and complying with all Licenses any applicable Permits required under Environmental LawsLaw; or (iie) the environmental conditions atCompany has delivered to, or resulting from operations athas otherwise made available for inspection by Parent, all material investigation reports, studies, audits, test results or similar environmental documents (or, solely in the properties currently ownedcase of any documents protected by the attorney-client privilege, leased work product privilege or operated by any other legal privilege or similar doctrine, a summary of the contents of such documents) in the possession, control or custody of the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawenvironmental, health or safety matters or Hazardous Substances.

Environmental Matters. (a) Except for such matters that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect: : (i) each of the Company and its the Company Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) neither the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by Company nor any Company Subsidiary has received any written communication that alleges that the Company or any Company Subsidiary is in violation of, or has liability under, any Environmental Law and, except as reflected in the most recent audited financial statements of its Subsidiaries (including soilsthe Company included in the Company SEC Documents, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased no known capital or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in other expenditure is required for the Company or any Retained Subsidiary incurring liability the Company Subsidiaries to achieve or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable maintain compliance with Environmental Law; ; (iiiii) the Company and the Company Subsidiaries have obtained and complied with all Permits issued pursuant to Environmental Law necessary for their respective operations as currently conducted, all such Permits are valid and in good standing and neither the Company nor any Company Subsidiary has been advised in writing by any Governmental Entity of its Subsidiaries is subject to any Proceeding, actual or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result potential change in the Company status or terms and conditions of any Subsidiary incurring liability under any applicable such Permits; (iii) there are no Environmental Law; (iv) neither Claims pending or, to the Company nor any Knowledge of its Subsidiaries has received any written noticethe Company, demand, letter, claim or request for information alleging that threatened against the Company or any of its Subsidiaries may the Company Subsidiaries; (iv) there have been no Releases of any Hazardous Material that could reasonably be in violation expected to form the basis of or subject to liability under any Environmental LawClaim against the Company or any of the Company Subsidiaries; and and (v) neither the Company nor any of its the Company Subsidiaries is subject tohas retained or assumed, either contractually or has assumed or retainedby operation of Law, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability Known liabilities or obligations relating that could reasonably be expected to form the basis of any Environmental LawClaim against the Company or any of the Company Subsidiaries.

Environmental Matters. Except (i) The Company (x) is in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) has received and is in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct its business; and (z) has not received written notice of any actual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no Knowledge of any event or condition that would reasonably be expected to result in any such matters that notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: ; and (iiii) each of (x) there is no proceeding that is pending, or to the Company’s Knowledge contemplated, against the Company and its Subsidiaries has since under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Applicable Date been in Company reasonably believes no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any facts or issues regarding compliance with all applicable Environmental Laws, including possessing and complying with all Licenses or liabilities or other obligations under Environmental Laws; (ii) the environmental conditions atLaws or concerning hazardous or toxic substances or wastes, pollutants or resulting from operations atcontaminants, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would could reasonably be expected to result in have a Material Adverse Effect, and (z) the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations does not anticipate material capital expenditures relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a (a) The Company Material Adverse Effect: (i) each of and the Company Subsidiaries have carried on their respective businesses and its Subsidiaries has since the Applicable Date been operations in compliance in all material respects with all applicable Environmental Laws and all terms and conditions of all Environmental Permits; (b) Neither the Company nor any of the Company Subsidiaries has received any written order, request or notice from any Person alleging a material violation of any Environmental Law; and (c) Neither the Company nor any of the Company Subsidiaries (i) is a party to any litigation or administrative proceeding, or to their Knowledge is any litigation or administrative proceeding threatened against it or its property or assets, which in either case (A) asserts or alleges that it violated any Environmental Laws, including possessing and complying with (B) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (C) asserts or alleges that it is required to pay all Licenses under Environmental Laws; or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances, (ii) is not subject to any judgment, decree, order or citation related to or arising out of applicable Environmental Law and has not been named or listed as a potentially responsible party by any Governmental Entity in a matter arising under any Environmental Laws and (iii) is involved in remediation operations and does not know of any facts, circumstances or conditions, including any Release of Hazardous Substance, that, in the environmental conditions at, or resulting from operations at, case of each of the properties currently owned, leased or operated by the Company or any of its Subsidiaries foregoing clauses (including soils, groundwater and surface wateri), (ii) and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or (iii) would reasonably be expected to result in the a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawMaterial Adverse Effect.

Environmental Matters. (i) Except for such those matters that would not, individually or in the aggregate, aggregate would not reasonably be expected to have a Company Material Adverse Effect: (iA) each of the Company and its Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing Laws and complying has obtained and complied with all Licenses material Permits required under any Environmental LawsLaws to own, lease or operate its properties or other assets and to carry on its business and operations as presently conducted; (iiB) the environmental conditions atthere have been no Releases or threatened Releases of Hazardous Materials in, on, from, under or resulting from operations at, the affecting any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries that reasonably would be expected to form the basis of any claim against, or liability or other loss incurred by, the Company or any of its Subsidiaries or against or by any person whose liabilities for such claims the Company or any Subsidiary has, or may have, retained or assumed, either contractually or by operation of law; (including soilsC) no investigation, groundwater and surface water)suit, and claim, action, allegation or proceeding is pending, or to the Knowledge of the Company, any properties formerly owned, leased threatened against or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in affecting the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject relating to any Proceedingor arising under Environmental Laws, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) and neither the Company nor any of its Subsidiaries has received any written noticenotice of any such investigation, demandsuit, letterclaim, claim action, allegation or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Lawproceeding; and (vD) neither the Company nor any of its Subsidiaries is subject to, has retained or has assumed by Contract or retainedoperation of law or otherwise, any outstanding obligations under obligation or liability that would reasonably be expected to form the basis of any ordersclaim, decrees or injunctions, or outstanding obligations or claims under any indemnities liability or other contractual agreements, concerning liability or obligations relating to any loss arising under Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually singly or in the aggregate, reasonably be expected to have result in a Company Material Adverse EffectEffect on Company or any Subsidiary of Company, Company shall: (i) exercise, and cause each such Subsidiary to exercise, due diligence in order to comply in all material respects with all Hazardous Materials Laws; and (ii) promptly take any and all remedial action required of the Company and its Subsidiaries has since the Applicable Date been in compliance connection with any Condition or Release or threatened Condition or Release on, under or about any Property in order to comply in all material respects with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Hazardous Materials Laws; provided, however, that Company shall not be deemed to be in breach of the foregoing covenant if and to the extent it has not taken such remedial actions due to (iix) its diligent pursuit of an available statutory or administrative exemption from compliance with the environmental conditions atrelevant Hazardous Materials Law from the appropriate Governmental Agency (and no material penalties for non-compliance with the relevant Hazardous Materials Law(s) shall accrue as a result of such non-compliance, without rebate or waiver if such exemption or waiver is granted), or resulting from operations at(y) is actively and diligently contesting in good faith any Governmental Agency’s order, determination or decree with respect to the properties currently owned, leased applicability or operated by interpretation of any such relevant Hazardous Materials Law and/or the actions required under such laws or regulations in respect of such Condition or Release. In the event Company or any other Subsidiary of its Subsidiaries (including soilsCompany undertakes any remedial action with respect to such Hazardous Material on, groundwater and surface water)under or about any Property, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained such Subsidiary incurring liability or having to shall conduct or fund any cleanup or other and complete such remedial activity pursuantaction in compliance in all material respects with all applicable Hazardous Materials Laws and in accordance with the binding and applicable policies, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any orders and directives of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawall Governmental Agencies.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each of the Company HCBF and its Subsidiaries has since the Applicable Date have been and are in compliance with all applicable Environmental Laws, including possessing obtaining, maintaining and complying with all Licenses permits required under Environmental Laws; Laws for the operation of their respective businesses, (iib) there is no action or investigation by or before any Governmental Authority relating to or arising under any Environmental Laws that is pending or, to the environmental conditions atKnowledge of HCBF, or resulting from operations at, the properties currently owned, leased or operated by the Company threatened against HCBF or any of its Subsidiaries or any real property or facility presently owned, operated or leased by HCBF or any of its Subsidiaries or any predecessor (including soils, groundwater and surface waterin a fiduciary or agency capacity), and (c) neither HCBF nor any of its Subsidiaries has received any notice of or is subject to the Knowledge any liability, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws, (d) there have been no releases of Hazardous Substances at, on, under, or affecting any of the Company, any real properties formerly or facilities presently owned, operated or leased by HCBF or operated, are not contaminated with any Hazardous Substances of its Subsidiaries or any predecessor (including in a fiduciary or agency capacity) in amount or condition that has resulted in or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company HCBF or any of its Subsidiaries may be in violation of relating to or subject to liability arising under any Environmental Law; Laws, and (ve) neither the Company nor there are no underground storage tanks on, in or under any property currently owned, operated or leased by HCBF or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. Except as reflected in the Enogex Financial Statements and except for any such matters matter that would could not, individually or in the aggregate, reasonably be expected to have a Company an Enogex Material Adverse Effect: : (ia) The operations of each of the Company and its Subsidiaries has since Enogex Group Entities have been and, as of the Applicable Date been Closing Date, will be, in compliance with all Environmental Laws; (b) Each of the Enogex Group Entities has obtained and will, as of the Closing Date, maintain in full force and effect all permits, licenses and registrations, and has timely made and will, as of the Closing Date, timely make all filings, permit renewal applications, reports and notices required under applicable Environmental LawsLaw in connection with the operations of its business; (c) None of the Enogex Group Entities is the subject of any outstanding written agreements (including consent orders and settlement agreements) with any Governmental Entity or other Person imposing liability or obligations with respect to any environmental matter; (d) None of OGE or its Subsidiaries, including possessing and complying any Enogex Group Entities, has received any written communication from any Governmental Entity or other Person alleging, with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations atrespect to any such party, the properties currently ownedviolation of or liability under any Environmental Law by or of the Enogex Group Entities or requesting, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and with respect to the Knowledge Enogex Group Entities, information with respect to an investigation pursuant to any Environmental Law; and (e) There has been no Release of any Hazardous Material from or in connection with the properties or operations of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances Enogex Group Entities that has not been adequately reserved for in the Enogex Financial Statements and that has resulted or would could reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under Environmental Laws or a claim for damages or compensation by any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawPerson.

Environmental Matters. Except for such matters that as set forth on Section 4.19 of the Company Disclosure Letter, the Acquired Companies (a) are in compliance with all Environmental Laws, (b) hold all Governmental Permits required under applicable Environmental Laws to permit the Acquired Companies to operate their assets in the manner in which they are now operated and maintained and to conduct the business of the Acquired Companies as currently conducted, (c) have not transported, produced, processed, manufactured, generated, used treated, handled, stored, released, disposed of, or owned or operated any property or facility contaminated by any Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law and (d) have not exposed any person to Hazardous Substances so as to give rise to any liability (contingent or otherwise) pursuant to any applicable Environmental Law, in each case of clause (a) through (d), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each . Except as set forth on Section 4.19 of the Company and its Subsidiaries has since Disclosure Letter, as of the Applicable Date been date of this Agreement, there are no written claims or notices of violation pending, issued or threatened in compliance with all applicable Environmental Lawswriting or to the Knowledge of the Company otherwise issued to or threatened, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by against the Company or any of its Subsidiaries (including soilsalleging violations of or liability under any Environmental Law or seeking to impose any financial responsibility for any investigation, groundwater and surface water)cleanup, and removal or remediation pursuant to the Knowledge of the Companyany Environmental Law, except for any properties formerly owned, leased such claim or operated, are notice that would not contaminated with any Hazardous Substances that has or would reasonably be expected to result in have a Company Material Adverse Effect. This Section 4.19 provides the sole and exclusive representations and warranties of the Company or in respect of environmental matters, including any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable and all matters arising under Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: , since the Applicable Date, (iA) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiB) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased operated or operated utilized by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances Substance requiring remediation or other action pursuant to any Environmental Law or any contractual obligation; (C) neither the Company nor any of its Subsidiaries has any liability for any Hazardous Substance disposal or contamination on any third party property; (D) neither the Company nor any of its Subsidiaries has received any notice, demand, letter, claim or request for information alleging that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring of its Subsidiaries is in violation of or subject to liability or having to conduct or fund under any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiiE) neither the Company nor any of its Subsidiaries is subject to any Proceedingorder, decree, injunction, settlement or has other agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise received imposing liability or obligations relating to any Environmental Law and (F) to the Knowledge of the Company, there are no other conditions or occurrences involving the Company or any of its Subsidiaries that if known by a written notice, alleging that it is liable for the release Governmental Entity or threat of release of, or exposure to, any Hazardous Substance that has or other third Person would reasonably be expected to result in the Company any claim, liability, investigation, cost or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that restriction on the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect: , the Company Group is, and for the past five (i5) each years has been, in compliance in all material respects with all Environmental Laws and none of the members of the Company and its Subsidiaries Group (a) has since the Applicable Date been in compliance with all applicable Environmental Lawsreceived any written (or, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances oral) notice alleging that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring has violated, or has any liability or having to conduct or fund any cleanup or other remedial activity pursuantunder, directly or indirectly, to any applicable Environmental Law; (iiib) has transported, produced, processed, manufactured, distributed, generated, used, treated, handled, stored, released or disposed, or arranged for the disposal, of any Hazardous Substances in violation of or in a manner giving rise to liability under any applicable Environmental Law (and neither has any other Person to the extent giving rise to liability for the Company nor Group); (c) has exposed or permitted the exposure of any employee or other Person to Hazardous Substances in violation of its Subsidiaries is subject or in a manner giving rise to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (ivd) neither is a party to or is the subject of any pending or, to the Knowledge of the Company, threatened Legal Proceeding or subject to any Order under any Environmental Law (i) alleging the noncompliance by the Company nor Group with any Environmental Law, or (ii) seeking to impose liability, including any responsibility for any investigation, cleanup, removal or remediation, pursuant to any Environmental Law; (e) has failed or is failing to comply with any Environmental Law, which compliance includes obtaining, possessing and maintaining all Permits required under applicable Environmental Laws; (f) has assumed, undertaken or provided an indemnity with respect to any material liability of its Subsidiaries any other Person arising under Environmental Law; or (g) to the Knowledge of the Company, owns, leases or operates, or has received owned, leased or operated, any written noticeproperty or facility contaminated by any Hazardous Substance, demand, letter, claim or request for information alleging that so as to result in liability to the Company or any of its Subsidiaries may be in violation of or subject to liability Subsidiary under any Environmental Law; . The Company Group has furnished to the Buyer Parties any material environmental, health or safety assessments, audits, reports and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations material environmental documents relating to any Environmental LawHazardous Substances at any past or current properties, facilities, or operations of any member of the Company Group, in each case, which are in the Company Group’s possession or reasonable control.

Environmental Matters. Except 2.15.1 The Company and its subsidiaries are, and have been, in compliance with all Environmental Laws, which compliance includes the possession, maintenance of, compliance with, or application for, all Permits required under applicable Environmental Laws for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each operation of the business of the Company and its Subsidiaries subsidiaries as currently conducted. 2.15.2 Neither the Company nor any of its subsidiaries has since disposed of, released, or discharged any Hazardous Substances on, at, under, in, or from any real property currently or, to the Applicable Date been in compliance with all applicable Environmental Lawsknowledge of the Company, including possessing and complying with all Licenses under Environmental Lawsformerly owned, leased, or operated by it or any of its subsidiaries or at any other location that is: (i) currently subject to any investigation, remediation, or monitoring; or (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by reasonably likely to result in liability to the Company or any of its Subsidiaries subsidiaries, in either case of (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased i) or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to (ii) under any applicable Environmental Law; (iii) neither Laws. 2.15.3 Neither the Company nor any of its Subsidiaries is subject subsidiaries has: (i) produced, processed, manufactured, generated, transported, treated, handled, used, or stored any Hazardous Substances, except in compliance with Environmental Laws, at any Real Estate; or (ii) exposed any employee or any third party to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would Substances under circumstances reasonably be expected to result in the Company give rise to any material Liability or any Subsidiary incurring liability obligation under any applicable Environmental Law; (iv) neither . 2.15.4 Neither the Company nor any of its Subsidiaries subsidiaries has received any written noticenotice of and there is no Action pending, demandor to the knowledge of the Company, letter, claim or request for information alleging that threatened against the Company or any of its Subsidiaries may be in violation of subsidiaries, alleging any Liability or subject responsibility under or non-compliance with any Environmental Law or seeking to liability impose any financial responsibility for any investigation, cleanup, removal, containment, or any other remediation or compliance under any Environmental Law; and (v) neither . Neither the Company nor any of its Subsidiaries subsidiaries is subject toto any Order, settlement agreement, or other written agreement by or with any Governmental Entity or third party imposing any material Liability or obligation with respect to any of the foregoing. 2.15.5 Neither the Company nor any of its subsidiaries has expressly assumed or retained, retained any outstanding obligations Liabilities under any ordersapplicable Environmental Laws of any other Person, decrees including in any acquisition or injunctions, divestiture of any property or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawbusiness.

Environmental Matters. Except for such matters that in each case as has not had, and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each to the Knowledge of the Company, neither the Company nor any of the Company and its Subsidiaries has violated since the Applicable Date been January 1, 2022, nor is it in compliance with all violation of, applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaw; (iib) to the environmental conditions atKnowledge of the Company, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary (including soilsincluding, groundwater without limitation, soils and surface water)and ground waters) are contaminated with any Hazardous Substance which requires reporting, and investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws; (c) to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in none of the Company or any Retained Subsidiary incurring liability of the Company Subsidiaries is actually, potentially or having allegedly liable pursuant to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawLaws for any off-site contamination by Hazardous Substances; (iiid) each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required of the Company under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Company Subsidiary are and, since January 1, 2022, have been, in compliance with Environmental Laws and Environmental Permits in all material respects; and (f) neither the Company nor any Company Subsidiary is the subject of any pending or threatened Action alleging any violation or, or liability under, Environmental Laws. The Company has made available in all material respects to Parent all material environmental site assessments, reports, studies or other evaluations in its Subsidiaries is subject possession or reasonable control conducted since January 1, 2022 relating to any Proceedingproperties currently or formerly owned, leased or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in operated by the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. (a) Except for such matters that would notas set forth in Section 3.19(a) of the Company Disclosure Schedule, as disclosed in the Company SEC Reports filed prior to the date of this Agreement, or except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and each of its Subsidiaries subsidiaries comply, and during the term of all applicable statutes of limitation complied with or, in each case, has since received a written waiver of the Applicable Date been in compliance requirements of, all applicable Environmental Laws (as defined below) and with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsPermits (as defined below); (ii) the environmental conditions at, there are no Materials of Environmental Concern (as defined below) at any property or resulting from operations at, the properties facility currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including soilssubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances under circumstances that has or would reasonably be expected to require notification, investigation or cleanup or to result in liability of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to subsidiaries has received any Proceeding, or has otherwise received a written notice, notification alleging that it is liable for, or any request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act, or similar state statute concerning, any release or threat threatened release of release of, or exposure to, Materials of Environmental Concern at any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawlocation; (iv) neither the Company nor any of its Subsidiaries subsidiaries has received any written noticeclaim, demandnotice or complaint, letteror is or has been subject to any proceeding, claim or request for information alleging that the Company relating to noncompliance with Environmental Laws or any other liabilities or obligations arising from Materials of its Subsidiaries may be in violation Environmental Concern or pursuant to Environmental Laws, and no such matter has been threatened to the knowledge of or subject to liability under any Environmental Lawthe Company; and (v) neither the Company nor any of its Subsidiaries is subject to, or subsidiaries has assumed or retained, any outstanding obligations liability under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. Except for such matters that Except, in the case of clauses (a) through (e) below, as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) the Company and each Subsidiary of the Company is and has been in compliance with all applicable Laws relating to the protection of human health and the environment or to occupational health and safety (“Environmental Laws”); (b) the Company and its Subsidiaries possess all permits and approvals issued pursuant to any Environmental Law that are required to conduct the business of the Company and its Subsidiaries has since the Applicable Date as it is currently conducted, and are and have been in compliance with all applicable Environmental Lawssuch permits and approvals; (c) to the knowledge of the Company, including possessing and complying with all Licenses under Environmental Laws; no releases of (i) any petroleum products or byproducts, radioactive materials, friable asbestos or polychlorinated biphenyls or (ii) the environmental conditions any waste, material or substance defined as a “hazardous substance,” “hazardous material,” “hazardous waste,” “pollutant” or any analogous terminology under any applicable Environmental Law have occurred at, on, from or resulting from operations at, the properties under any real property currently or formerly owned, leased operated or operated occupied by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in for which releases the Company or any Retained such Subsidiary incurring may have incurred liability or having to conduct or fund under any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any Subsidiary of its Subsidiaries is subject to the Company has received any Proceeding, written claim or has otherwise received a written notice, notice from any Governmental Authority alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any such Subsidiary incurring is or may be in violation of, or has any liability under under, any applicable Environmental Law; , and (ive) neither the Company nor any Subsidiary of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company has entered into any agreement or any of its Subsidiaries may be in violation of or is subject to liability any legal requirement that may require it to pay for, guarantee, defend or indemnify or hold harmless any person from or against any liabilities arising under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except (a) The Company and each of its Subsidiaries is in compliance with (i) all applicable federal, state, local and foreign Laws, judicial decisions, rules, judgments, codes, injunctions, permits and binding government agreements concerning pollution or protection of the environment or human health as it relates to exposure to pollution, including without limitation all those relating to the presence, use, production, generation, handling, transportation, treatment, storage, disposal, distribution, labeling, testing, processing, discharge, release, threatened release, control or cleanup of any Hazardous Materials, substances or wastes, as such requirements are enacted and in effect on the date of this Agreement (“Environmental Laws”), and (ii) any Permits required under applicable Environmental Laws for the current operations of the Company and each of its Subsidiaries, except for any such matters instances of non-compliance that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: . (ib) each Except as disclosed in Section 3.13(b) of the Company and its Subsidiaries has since Disclosure Letter or except as would not, individually or in the Applicable Date been in compliance with all applicable Environmental Lawsaggregate, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the have a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantMaterial Adverse Effect, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (ivi) neither the Company nor any of its Subsidiaries has received any written notice, notification, demand, letter, claim or request for information alleging information, citation, summons, complaint or order, and no action, claim, suit, proceeding or review or investigation is pending or, to the Knowledge of the Company, threatened by any Person against the Company or any of its Subsidiaries, with respect to any matters relating to or arising out of any Environmental Law; and (ii) none of the Company or its Subsidiaries has Released Hazardous Materials at any of its currently or formerly owned, leased or operated properties or facilities in a manner that has subjected the Company or any of its Subsidiaries may be in violation to a remedial obligation under Environmental Law. (c) This Section 3.13 contains the sole and exclusive representations and warranties of or subject the Company with respect to liability any environmental matters, including without limitation any arising under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to (a) Each Group Company its predecessors and Affiliates have a Company Material Adverse Effect: (i) each of the Company complied and its Subsidiaries has since the Applicable Date been are in compliance with all applicable Environmental Laws. Neither any Group Company nor any of its predecessors and Affiliates have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released, or dealt in any manner with any Materials of Environmental Concern, and never owned or leased any real property on which any of such activities were conducted. Neither any Group Company nor any of its predecessors or Affiliates has, either expressly or by operation of Law, assumed or undertaken any Liability, including, without limitation, any obligation with respect to corrective or remedial action, on its own behalf or on behalf of any other Person, relating to Environmental Laws. No facts, events or conditions relating to the past or present facilities, properties or operations of any Group Company of any of their respective predecessors and Affiliates will prevent, hinder or limit continued compliance with Environmental Laws, including possessing and complying with all Licenses under give rise to any investigatory, remedial or corrective obligations pursuant to Environmental Laws or give rise to other Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), pursuant to Environmental Laws; . (iib) the environmental No Materials of Environmental Concern are otherwise present at any Leased Real Property or are present elsewhere under conditions at, or resulting from operations at, the properties currently owned, leased in circumstances that have resulted in or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would could reasonably be expected to result in Liability to any Group Company. (c) To the Company Knowledge of the JZH Holders, copies of any reports regarding any environmental assessment, audit or other review of any of the Leased Real Properties or any Retained Subsidiary incurring liability property formerly owned or having to conduct leased by, or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingfranchise, license or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure tosimilar agreement with, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Group Company or any of its Subsidiaries may be their predecessors, have been made available to SolarMax to the extent such reports are in violation the possession or control of or subject to liability under any Environmental Law; Group Company and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawJZH Holder.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: : (a) The Company and each Company Subsidiary (i) each of the Company and its Subsidiaries has since the Applicable Date been are in compliance with all all, and are not subject to any liability with respect to, any applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, hold or resulting from have applied for all Environmental Permits necessary to conduct their current operations at, the properties currently owned, leased or operated by and (iii) are in compliance with their respective Environmental Permits. (b) None of the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries Company Subsidiary may be in violation of, or liable under, any Environmental Law. (c) None of the Company or any Company Subsidiary (i) has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials and, to the Knowledge of the Company, no investigation, litigation or other proceeding is pending or threatened in writing with respect thereto or (ii) is an indemnitor in connection with any claim threatened or asserted in writing by any third-party indemnitee for any liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, Law or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Hazardous Materials. (d) None of the real property owned or leased by the Company or any Company Subsidiary is listed or, to the Knowledge of the Company, proposed for listing on the “National Priorities List” under the Comprehensive Environmental LawResponse, Compensation and Liability Act of 1980, as amended as of the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup.

Environmental Matters. (a) Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on the Company or any Subsidiary: (i) each 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 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 Law; (ii) the Company and its Subsidiaries has since the Applicable Date are and have been in compliance with all applicable Environmental Laws, including possessing Laws and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawPermits; (iii) neither the Company nor any of its Subsidiaries is subject to any ProceedingSubsidiary has assumed, by Contract or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure tootherwise, any liabilities arising under any Environmental Laws or relating to the Release or threatened Release of Hazardous Substance Substances; and (iv) there are no actions, activities, circumstances, facts, conditions, events or incidents, including the presence, Release or threatened Release of Hazardous Substances, that has or would could reasonably be expected to result in the Company or any Subsidiary incurring liability liabilities under any applicable Environmental Law; Laws. (ivb) neither the The Company nor has made available to Parent all material environmentally related audits, studies, reports, analyses and results of investigations that have been performed with respect to (i) any currently or formerly owned, leased or operated properties of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary, (ii) any material investigation, action, claim, suit or proceeding relating to the Company or any Subsidiary and relating to or arising out of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and , or (viii) neither the Company nor Company’s or any of its Subsidiaries is subject toSubsidiaries’ compliance with applicable Environmental Laws, and that, in each case, are in the possession or has assumed reasonable control of the Company or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. (a) Except for such matters that as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect and except as set forth in the environmental assessments previously made available to Parent and Merger Sub: (i) each of the Company and each of its Subsidiaries has since the Applicable Date been in compliance subsidiaries comply with all applicable Environmental Laws, including possessing and complying possess and comply with all Licenses applicable Environmental Permits required under Environmental Lawssuch laws to operate as it presently operates; (ii) to the environmental conditions atknowledge of the Company, there are no Materials of Environmental Concern at any property currently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soilssubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, under circumstances that are not contaminated with any Hazardous Substances that has or would reasonably be expected likely to result in liability of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to of its subsidiaries under any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to subsidiaries has received any Proceeding, or has otherwise received a written notice, notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation and Liability Act or similar state statute, concerning any release or threat threatened release of Materials of Environmental Concern at any location except, with respect to any such notification or request for information concerning any such release ofor threatened release, to the extent such matter has been resolved with the appropriate federal, state or exposure to, any Hazardous Substance that has local regulatory authority or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawotherwise; and (iv) neither the Company nor any of its Subsidiaries subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company complaint, or is subject to any proceeding, relating to noncompliance with Environmental Laws or any other liabilities pursuant to Environmental Laws, and, to the knowledge of its Subsidiaries may be the Company, no such matter has been threatened. (b) Notwithstanding any other representations and warranties in violation this Agreement, the representations and warranties in this Section 3.19 are the only representations and warranties in this Agreement with respect to Environmental Laws or Materials of or subject to liability under any Environmental Law; and Concern. (vc) neither For purposes of this Agreement, the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.following terms shall have the meanings assigned below:

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect: : (a) (i) each Each of the Company and its Subsidiaries Entities has since the Applicable Date been in compliance complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) there is no pending or, to the knowledge of the Company, threatened civil or criminal litigation, claim, third-party review, penalty, notice of violation, formal administrative proceeding, investigation, inquiry or information request by any Governmental Entity, relating to any Environmental Law involving any Company Entity, except for litigation, claims, third-party reviews, penalties, notices of violations, formal administrative proceedings, investigations, inquiries or information requests that, individually or in the aggregate, would not reasonably be expected to result in a liability to any Company Entity. (b) Section 2.19 of the Company Disclosure Schedule lists all material Environmental Permits currently held by the Company Entities relating to its business, and each of the Company Entities has, and is in compliance with, all Environmental Permits; such Environmental Permits are valid and in full force and effect and will not be revoked or terminated prior to their normal expiration date or not renewed as a result of the consummation of the transactions contemplated by this Agreement. (c) No Hazardous Material has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted or released at, on or under any property now or previously owned, leased or operated by any Company Entity or any property to which any Company Entity has sent waste, which would reasonably be expected to result in a liability to any Company Entity. (d) The Company has delivered to Buyers or made available for inspection by Buyers the environmental conditions ataudits, assessments, reports and investigations set forth in Section 2.19(d) of the Company Disclosure Schedule concerning any property or resulting from operations at, the properties currently facility now or previously owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater Subsidiary and surface water), and to conducted at the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release request of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result otherwise in the possession of any Company or any Subsidiary incurring liability under any applicable Environmental Law; Entity. (ive) neither the Company nor any For purposes of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.this Agreement:

Environmental Matters. Except for such matters that as would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each the Company and the Company Subsidiaries have all environmental permits which are necessary to enable them to conduct their businesses as they are being conducted on the date of the Original Agreement without violating any Environmental Laws, (ii) neither the Company nor any of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses received any notice of material noncompliance or material liability under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; , (iii) neither the Company nor any of its the Company Subsidiaries is subject to has performed any Proceedingacts, or has otherwise received a written noticeincluding, alleging that it is liable for the release or threat of release of, or exposure but not limited to, releasing, storing or disposing of hazardous materials, there is no condition on any Hazardous Substance that has property owned or would reasonably be expected to result in leased by the Company or a Company Subsidiary, and there was no condition on any property formerly owned or leased by the Company or a Company Subsidiary incurring while the Company or a Company Subsidiary owned or leased that property, that could result in liability by the Company or a Company Subsidiary under any applicable Environmental Law; Law and (iv) neither the Company nor any of its the Company Subsidiaries has received is subject to any written notice, demand, letter, claim or request for information alleging that order of any Governmental Entity requiring the Company or any of its the Company Subsidiaries may be to take, or refrain from taking, any actions in violation of or subject order to liability under comply with any Environmental Law; Law and (v) neither no action or proceeding seeking such an order is pending or, insofar as any officer of the Company nor or any of its the Company Subsidiaries is subject toaware, threatened against the Company or has assumed or retainedany of the Company Subsidiaries. As used in this Agreement, the term“Environmental Law” means any outstanding obligations under any ordersUnited States, decrees or injunctions, or outstanding obligations or claims under any indemnities Puerto Rico or other contractual agreementsnational, concerning liability state or obligations local law, rule, regulation, guideline or other legally enforceable requirement of a Governmental Entity relating to any Environmental Lawprotection of the environment or to environmental conditions which affect human health or safety.

Environmental Matters. (a) Except for such matters that as has not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, since January 1, 2018: (i) each of the Company and its Subsidiaries no written notice, order, complaint or penalty has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated received by the Company or any of its Subsidiaries (including soils, groundwater and surface water)arising out of any Environmental Laws, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge Company’s knowledge, threatened which allege a violation by the Company or any of its Subsidiaries of, or liability under, any Environmental Laws; (ii) to the knowledge of the Company, the Company and each of its Subsidiaries have all environmental permits necessary for their operations to comply with all applicable Environmental Laws and are in compliance with the terms of such permits; (iii) there has been no release of any properties formerly Hazardous Substance at, to, on, under or emanating from any property owned, leased or operated, are not contaminated with used by the Company or any Hazardous Substances of its Subsidiaries in any manner that has or would reasonably be expected to give rise to any material liability, remedial obligation or corrective action requirement under applicable Environmental Laws. There have been no other releases of any Hazardous Substances, or other handling or management of Hazardous Substances, that would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to Subsidiaries, incurring any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring material liability under any applicable Environmental Law; Laws; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be complied in violation of or subject to liability under any all material respects with all Environmental LawLaws; and and (v) neither the Company nor has not assumed by contract or by operation of law any obligation or liability of its Subsidiaries is subject toany other person arising under Environmental Laws, or has assumed or retained, any outstanding other than customary indemnity obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawin connection with a Lease.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the The Company and its Subsidiaries has since the Applicable Date been subsidiaries conduct and have conducted their businesses in material compliance with all applicable Environmental Laws, including possessing including, without limitation, having all material permits, licenses and complying with all Licenses under Environmental Laws; (ii) other approvals and authorizations necessary for the environmental conditions at, or resulting from operations at, operation of their businesses. None of the properties currently owned, leased or formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water)subsidiaries contain any Hazardous Substance, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any no Hazardous Substance that has been disposed of at or would reasonably be expected to released from any such properties, as a result in the Company or of any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any activity of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be subsidiaries other than in violation material compliance with applicable Environmental Laws and, to the knowledge of the Company, no such condition exists on or with respect to any of such properties as a result of any activity by any other Person. Except as reflected, accrued or reserved against in the Company Financial Statements, neither the Company, nor its subsidiaries, nor any of their respective properties or assets are subject to liability any Liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment or claim asserted or arising under any Environmental Law; . To the knowledge of the Company, there are no and (v) neither have not been any investigations or proceedings in which it is alleged that the Company, its subsidiaries, or any of their predecessors, are potentially responsible for a clean-up or remediation of lands contaminated with a Hazardous Substance or for any other remedial or corrective action under an Environmental Law. There are no proceedings pending or, to the Company's knowledge, threatened to revoke, change or limit any permits, licenses, approvals or other authorizations required under any Environmental Law for the operation of the Company nor any of and its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawsubsidiaries.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Transferred Company and its Subsidiaries has since are and, for the Applicable Date been past three (3) years have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions at, or resulting from operations atneither Seller, the properties currently owned, leased or operated by Transferred Company nor any of their respective Subsidiaries has received any written communication from any Person alleging that the Transferred Company or any of its Subsidiaries is in material violation of or has any material liability arising under any Environmental Law, except to the extent the substance of any such communication has been resolved; (c) the Transferred Company and its Subsidiaries have obtained all approvals and permits required under Environmental Laws to conduct the Business as currently conducted (“Environmental Permits”); (d) the Transferred Company and its Subsidiaries are in compliance with all terms and conditions of such Environmental Permits; (e) none of the Transferred Company or its Subsidiaries is subject to any pending or, to the knowledge of Seller threatened, Environmental Claim against itself or any Person whose liability the Transferred Company and its Subsidiaries have retained or assumed either contractually or by operation of Law; (f) during the period of lease ownership or operation by the Transferred Company or any of its Subsidiaries, there have been no Releases of Hazardous Materials at the Leased Real Properties (including soils, groundwater and surface water)) or, and to the Knowledge knowledge of the CompanySeller, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in operated by the Transferred Company or any Retained Subsidiary incurring liability of its Subsidiaries or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawof their respective legal predecessors; and (iiig) neither the Transferred Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability outstanding obligations under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toJudgments, or has assumed or retained, retained any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any contractual indemnities or other contractual agreements, concerning liability or obligations relating to under any Environmental Law.

Environmental Matters. Except for such matters that would notas set forth in Section 4.12 of the Company Disclosure Schedule, the Company and the Company Subsidiaries each are in compliance with all Environmental Laws, except where the failure to so comply could not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each . Neither the Company nor any of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Lawsutilized, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions attreated, stored, processed, discharged, spilled or resulting from operations atotherwise disposed of any Hazardous Material, the properties currently owned, at any real or immovable property or any other facility owned or leased or operated by the Company or any of its Subsidiaries (including soilsthe Company Subsidiaries, groundwater and surface water), and to in violation of any Environmental Law or Environmental Permit or in such a manner as otherwise would require the Knowledge Company or any of the CompanyCompany Subsidiaries to undertake any investigation, removal, abatement, corrective action or remedial action pursuant to any properties Environmental Law, which, in either case, could reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. There is no real or immovable property owned, formerly owned, leased or operatedsub-leased by the Company or any of the Company Subsidiaries at which: (i) there has been a release or threat of release of PCBs, are or asbestos, or other Hazardous Materials; or (ii) any soil, subsoil or groundwater contaminated to levels exceeding any criteria published by a Governmental Entity and requiring investigation and or remediation, which could be applicable to the site. Except as could not contaminated with any Hazardous Substances that has or would reasonably be expected to result have, individually or in the aggregate, a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantMaterial Adverse Effect, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities complaint or other contractual agreements, concerning liability communication whether written or obligations relating oral pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would notnot reasonably be likely, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on ▇▇▇▇▇▇: (a) ▇▇▇▇▇▇ and its Subsidiaries have complied with all any federal, state or local law, regulation, order, decree, permit, authorization, common law or agency requirement relating to (i) each the protection or restoration of the Company environment, health and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Lawssafety as it relates to hazardous substances, including possessing and complying with all Licenses under Environmental Lawsor natural resources; (ii) the environmental conditions athandling, or resulting from operations atuse, the properties currently ownedpresence, leased or operated by the Company or any of its Subsidiaries (including soilsdisposal, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance and (iii) pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (b) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any person, court, agency, or other Governmental Entity or any arbitral body, against the ▇▇▇▇▇▇ or its Subsidiaries pursuant to any Environmental Law and, to ▇▇▇▇▇▇’▇ knowledge, there is no reasonable basis for any such proceeding, claim, action or investigation; (c) there are no orders, judgments or decrees by or with any Governmental Entity that has impose any liabilities or would obligations under or in respect of any Environmental Law; and (d) to ▇▇▇▇▇▇’▇ knowledge, there are, and have been, no hazardous substances or other environmental conditions at any property (currently or formerly owned, operated, or otherwise used by ▇▇▇▇▇▇ or any of its Subsidiaries, but excluding “other real estate owned”) under circumstances which could reasonably be expected to result in the Company liability to or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of claims against ▇▇▇▇▇▇ or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject pursuant to liability under any Environmental Law; . Notwithstanding any other representation or warranty in this Article III, the representations and (v) neither warranties in this Section 3.16 constitute the Company nor any sole representations and warranties of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations ▇▇▇▇▇▇ relating to any Environmental Law.

Environmental Matters. Except (a) The Company and each Company Subsidiary is in material compliance with all Environmental Laws. (b) There are no existing or, to the knowledge of the Company, potential Environmental Claims against the Company or any Company Subsidiary, nor have any of them received any notification of any allegation of any actual or potential responsibility for, or any inquiry or investigation regarding, (A) any alleged violation of Environmental Laws by the Company or any Company Subsidiary or (B) any Release or threatened Release at any location of any Hazardous Substance generated or transported by the Company, Company Subsidiary or any agent acting on behalf of the Company or Company Subsidiary. (c) There have been no Releases at or from the Facilities of Hazardous Substances that could trigger the need for investigation and/or remediation pursuant to Environmental Laws, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Neither the Company nor any Company Subsidiary manufactures or distributes any product in the State of California which requires a warning mandated by the California Safe Drinking Water and Toxic Enforcement Act of 1986. (e) Neither the Company nor any Company Subsidiary is a party, whether as a direct signatory or as successor, assign or third-party beneficiary, to any contract (excluding insurance policies and leases) under which the Company or any Company Subsidiary is obligated by or entitled to the benefits of any representation, warranty, indemnification, covenant, release, waiver, or restriction concerning Environmental Laws or Hazardous Substances, except for any such matters obligations that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: . (if) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsThere are no existing or proposed consent decrees, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atconsent orders, judgments, or resulting from operations at, the properties currently owned, leased judicial or operated administrative orders entered into by any Governmental Entity and the Company or any of its Subsidiaries (including soilsCompany Subsidiary, groundwater and surface water)or judgments, and to the Knowledge of the Companyjudicial order, or administrative orders issued by any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in Governmental Entity against the Company or any Retained Subsidiary incurring liability Company Subsidiaries under or having with respect to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not(a) To the Knowledge of STI Management, individually or STI has been and is in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in material compliance with all applicable Environmental LawsLaws and possesses all licenses, including possessing and complying with all Licenses permits or similar authorizations required under Environmental Laws; Laws for the conduct of its business as it is currently being conducted. (iib) the environmental conditions atSTI has not received any written communication from any Person that alleges that STI is not in compliance with, or resulting from operations atis liable under, the properties currently ownedapplicable Environmental Laws. (c) There is no Environmental Claim pending or, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of STI Management, overtly threatened (i) against STI, (ii) against any Person whose liability for any Environmental Claim STI has retained or assumed either contractually or, to the CompanyKnowledge of STI Management, by operation of law, or (iii) against any properties formerly real or personal property or operations which are now or, to the Knowledge of STI Management, have been previously owned, leased leased, operated or operatedmanaged, in whole or in part, based on activities conducted by STI. (d) STI is not subject to any material liabilities under Environmental Laws and, to the Knowledge of STI Management, there are not contaminated with any Hazardous Substances no facts, circumstances or conditions relating to the operations of STI that has or would could reasonably be expected to result in the Company STI incurring material liabilities under Environmental Laws. (e) There are no underground storage tanks, no aboveground storage tanks, asbestos or asbestos-containing materials or polychlorinated biphenyls located on, under or at any Retained Subsidiary incurring liability property owned, operated or having leased by STI, except in material compliance with Environmental Laws. (f) STI has made available to conduct OmniAmerica any environmental reports, audits or fund assessments on any cleanup real property currently or other remedial activity pursuant, directly formerly owned or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging leased by STI that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result are in the Company possession, custody or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any control of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSTI.

Environmental Matters. Except (a) Neither the Company nor any of the Company Subsidiaries has violated since January 1, 2018, nor is in violation of, applicable Environmental Law; (b) to the knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company or any Company Subsidiary (including soils and surface and ground waters) is contaminated with any Hazardous Substance which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws; (c) to the Company’s knowledge, none of the Company or any of the Company Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for such matters that would notany off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all permits, licenses and other authorizations required under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Company Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits; and (f) neither the Company nor any Company Subsidiary is the subject of any pending or, to the Company’s knowledge, threatened Action alleging any violation or, or liability under, Environmental Laws, in each of the foregoing clauses (a)-(f), except in each case as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) each of the . The Company and has made available to NGA all material environmental site assessments, reports, studies or other evaluations in its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, possession or resulting from operations at, the reasonable control relating to any properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. Except for such matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Group Company and its Subsidiaries has since the Applicable Date been is in compliance with all applicable Environmental Law and has obtained and possesses all approvals, permits, licenses, filings and other authorizations (including environmental assessment reports, and construction project verification reports that are required under applicable PRC Laws) currently required for their establishment and their operation under any Environmental Law (the “Environmental Permits”), including possessing and complying with all Licenses under such Environmental Laws; Permits are in full force and effect, (iib) the environmental conditions at, no property currently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the any Group Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with or is releasing any Hazardous Substances Substance in a manner that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup require remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; , (iiic) neither the no Group Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the any Group Company or any of its Subsidiaries may be is in violation of or liable under any Environmental Law, which remains unresolved, (d) no Group Company is subject to any order, decree or injunction with any Governmental Authority or agreement with any Third Party concerning liability under any Environmental Law; and Law or relating to Hazardous Substances, (ve) neither the Company execution, delivery or performance of this Agreement nor the consummation of the Transactions will (i) require any notice to or consent of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities Governmental Authority or other contractual agreementsPerson pursuant to any applicable Environmental Law or Environmental Permit or (ii) subject any Environmental Permit to suspension, concerning cancellation, modification, revocation or nonrenewal, and (f) no Group Company has assumed, undertaken or otherwise provided an indemnity with respect to the liability of any other Person arising under Environmental Laws or obligations relating to any Environmental LawHazardous Substances.

Environmental Matters. Except for such matters that as would notnot be material to the Company and the Company Subsidiaries, individually or in the aggregate, reasonably be expected to have taken as a Company Material Adverse Effectwhole: (ia) none of the Company nor any of the Company Subsidiaries has violated or is in violation of applicable Environmental Law; (b) to the knowledge of the Company, none of the properties currently or formerly owned, leased, operated or used by the Company or any Company Subsidiary is located in environmentally restricted areas pursuant to applicable Environmental Laws or applicable zoning or land-use regulations; (c) to the knowledge of the Company, none of the properties currently or formerly owned, leased, operated or used by the Company or any Company Subsidiary (including soils and surface and ground waters) are contaminated with any Hazardous Substance in violation of applicable Environmental Laws or which requires reporting, investigation, remediation, monitoring or other response action by the Company or any Company Subsidiary pursuant to applicable Environmental Laws; (d) none of the Company or any of the Company Subsidiaries is actually liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (e) each of the Company and its Subsidiaries each Company Subsidiary has since all permits, licenses, certificates, registrations and other authorizations required of each of the Applicable Date been Company and each Company Subsidiary under applicable Environmental Law (“Environmental Permits”); (f) each of the Company and each Company Subsidiary is in compliance with all applicable its Environmental LawsPermits; and (g) to the knowledge of the Company, including possessing and complying with all Licenses under Environmental Laws; (ii) there is no Action pending or, to the environmental conditions atknowledge of the Company, threatened against the Company or any Company Subsidiary, or resulting from operations at, any property or asset of the properties currently owned, leased Company or operated any Company Subsidiary related to any violation by the Company or any of its Subsidiaries (including soilsCompany Subsidiary to Environmental Law or, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawPermits.

Environmental Matters. Except for such matters that would not, individually or in (a) Neither the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each nor any of the Company and its Subsidiaries has since the Applicable Date been is in compliance with all violation of applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaw; (iib) to the environmental conditions atknowledge of the Company, or resulting from operations at, none of the properties currently or formerly owned, leased or operated by the Company or any of its Subsidiaries Company Subsidiary (including soilsincluding, groundwater without limitation, soils and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, ground waters) are not contaminated with any Hazardous Substances that has Substance which requires reporting, investigation, remediation, monitoring or would reasonably be expected to result in other response action by the Company or any Retained Company Subsidiary incurring liability or having pursuant to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawLaws, or which could give rise to a liability of the Company or any Company Subsidiary under Environmental Laws; (iiic) to the Company’s knowledge, none of the Company or any of the Company Subsidiaries is actually, potentially or allegedly liable pursuant to applicable Environmental Laws for any off-site contamination by Hazardous Substances; (d) each of the Company and each Company Subsidiary has all material permits, licenses and other authorizations required of the Company under applicable Environmental Law (“Environmental Permits”); (e) each of the Company and each Company Subsidiary, and their Products, are in compliance with Environmental Laws and Environmental Permits; and (f) neither the Company nor any Company Subsidiary is the subject of its Subsidiaries is subject to any Proceeding, pending or has otherwise received a written notice, threatened Action alleging that it is liable for the release or threat of release any violation of, or exposure toliability under, Environmental Laws, except in each case as would not have a Company Material Adverse Effect. The Company has provided all environmental site assessments, reports, studies or other evaluations in its possession or reasonable control relating to any Hazardous Substance that has properties currently or would reasonably be expected to result in formerly owned, leased or operated by the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. Except for such those matters that would not, individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect: : (ia) each Each of the Company Hurricane and its Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental LawsLaws which compliance includes, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations atbut is not limited to, the possession of all Environmental Permits required under applicable Environmental Laws and compliance with the terms and conditions thereof. (b) There have been no Releases or threatened Releases of Hazardous Materials in, on, under or affecting any properties currently or formerly owned, leased or operated by Hurricane, any of its Subsidiaries or any of its former Subsidiaries. (c) There is no investigation, suit, claim, action or proceeding pending, or to the Company Knowledge of Hurricane, threatened against or affecting Hurricane or any of its Subsidiaries (including soils, groundwater and surface water)relating to or arising under Environmental Laws, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company Hurricane nor any of its Subsidiaries has received any written noticenotice of any such investigation, demandsuit, letterclaim, claim action or request proceeding. (d) Neither Hurricane nor any of its Subsidiaries has entered into or assumed by Contract or operation of law or otherwise, any obligation, liability, order, settlement, judgment, injunction or decree relating to or arising under Environmental Laws. (e) To the Knowledge of Hurricane, there are no facts, circumstances or conditions that would reasonably be expected to form the basis for information alleging that the Company any investigation, suit, claim, action, proceeding, compliance obligation or liability against or affecting Hurricane or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any or arising under Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaws (as defined below); (ii) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and groundwater, surface water, buildings or other structures) is contaminated with any Hazardous Substance (as defined below) in a manner that is or could be required to be Remediated or Removed (as such terms are defined below), that is in violation of any Environmental Law, or that is reasonably likely to give rise to any Environmental Liability; (iii) the Company and to the Knowledge of the Company, its Subsidiaries have no information that any properties property formerly owned, leased or operated, are not operated by the Company or any of its Subsidiaries was contaminated with any Hazardous Substances that has Substance during or would reasonably be expected prior to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantsuch period of ownership, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceedingleasehold, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Lawoperation; (iv) neither the Company nor any of its Subsidiaries nor any prior owner or operator has incurred in the past or is now subject to any Environmental Liabilities (as defined below); (v) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vvi) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction or agreement with any Governmental Entity, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities indemnity or other contractual agreementsagreement with any third party, concerning liability or obligations relating to any Environmental LawLaw or otherwise relating to any Hazardous Substance or any environmental, health or safety matter; and (vii) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any Environmental Liability.

Environmental Matters. Except as disclosed in the Company Reports prior to the date hereof, except as disclosed in Section 6.1(l) of the Company Disclosure Letter and except for such matters that would notthat, individually alone or in the aggregate, reasonably be expected to will not have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, properties presently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soilssoil, groundwater or surface features and surface water), and to buildings or structures thereon) (the Knowledge of the Company, any properties formerly owned, leased or operated, are "Properties") do not contaminated with contain any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or (as defined below) other remedial activity pursuant, directly or indirectly, to any than as permitted under applicable Environmental Law, do not, and have not, contained any underground storage tanks; (iii) neither the Company nor any of its Subsidiaries is has received any claims, notices, demand letters or requests for information alleging that the Company may be in violation of, or liable under, any Environmental Law and none of the Company, its Subsidiaries or the Properties are subject to any Proceedingagreement, order or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring decree involving liability under any applicable Environmental Law; (iv) neither no Hazardous Substance has been disposed of or released on any of the Properties; (v) the Company nor and Subsidiaries are not subject to liability for any of its Subsidiaries has received any written notice, demand, letter, claim off-site disposal or request for information alleging that contamination; and (vi) there are no other circumstances involving the Company or any of its Subsidiaries may that could be expected to result in violation of any claims, liability, costs or subject to liability under losses or any Environmental Law; and (v) neither restrictions on the Company nor any of its Subsidiaries is subject toownership, use, or has assumed or retained, transfer of any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating Property pursuant to any Environmental Law.

Environmental Matters. Except for such those matters (x) that would not, individually or in the aggregate, reasonably be expected likely to have result in a Company Material Adverse Effect: , or (iy) set forth on Section 4.18 of the Company Disclosure Schedule, (a) each of the Company and its the Company Subsidiaries is, and has since the Applicable Date been been, in compliance with all applicable Environmental Laws, including possessing (b) each of the Company and complying the Company Subsidiaries holds all Permits required by applicable Environmental Laws and is in compliance with all Licenses such Permits, (c) there is no investigation, suit, claim or proceeding relating to or arising under Environmental Laws; (ii) the environmental conditions atLaws that is, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, threatened against or affecting the Company or any properties of the Company Subsidiaries or any real property currently or, to the Knowledge of the Company, formerly owned, operated or leased by the Company or operated, are not contaminated with any Hazardous Substances that has or would of the Company Subsidiaries which could reasonably be expected to result in the Company or any Retained Subsidiary of the Company Subsidiaries incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantEnvironmental Liabilities, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into or assumed by Contract or operation of Law or otherwise, demandany known obligation, letterliability, claim order, settlement, judgment, injunction or request for information alleging that decree relating to or arising under any Environmental Law, (e) to the Knowledge of the Company, no property currently or formerly owned, operated or leased by the Company or any of its the Company Subsidiaries may or any property to or at which the Company or any of the Company Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials has, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. § 9601 et seq. (CERCLA) or any similar state law, been placed, or is proposed to be in violation placed, on the National Priorities List, or any similar state list of known or suspected contaminated sites, and (f) none of the transactions contemplated hereby requires notice to and approval of any Governmental Entity with jurisdiction over Environmental Laws. Section 4.18 of the Company Disclosure Schedule sets forth a true and complete list of all Proceedings and investigations to which the Company or any Company Subsidiary was a party or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tosince January 1, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations 2012 relating to any Environmental LawLaws or Environmental Liabilities.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (ia) each of the Company and its Subsidiaries has are and, since the Applicable Date January 1, 2013, have been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsLaw; (iib) the environmental conditions at, or resulting from operations at, the properties no property currently owned, leased owned or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances Substance in a manner that has requires reporting, investigation, assessment, cleanup, removal, remediation or other responsive action by, or would otherwise reasonably be expected to result in give rise to liability of, the Company or its Subsidiaries under any Environmental Law or any Contract; (c) no property formerly owned or operated by the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, was contaminated with any Hazardous Substance that has or would reasonably be expected to result in by the Company or any Subsidiary incurring during such period of ownership or operation in a manner that requires reporting, investigation, assessment, cleanup, removal, remediation or other responsive action by, or would otherwise reasonably be expected to give rise to liability of, the Company or any Subsidiary under any applicable Environmental LawLaw or any Contract; (ivd) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental LawLaw in the past five years or which remains outstanding; and (ve) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, to any outstanding obligations under any ordersorder, decrees or injunctionsdecree, or outstanding obligations or claims under any indemnities injunction or other contractual agreements, concerning liability or obligations arrangement with any Governmental Entity relating to liability under any Environmental Law.

Environmental Matters. Except for such those matters that would notthat, individually or in the aggregate, would not reasonably be expected likely to have a Company Material Adverse Effect: , (ia) each of the Company and its Subsidiaries has since is and has, to the Applicable Date knowledge of the Company, at all times been in compliance with all applicable Laws, regulations, common law standard of conduct or other legal requirements relating to the protection of the environment or human health and safety (“Environmental Laws”), including possessing and which compliance includes obtaining, maintaining or complying with all Licenses Permits required under Environmental Laws; Laws for the operation of their respective businesses, (iib) there is no investigation, suit, claim, action or proceeding relating to or arising under Environmental Laws that is pending or, to the environmental conditions atknowledge of the Company, threatened against the Company or resulting from operations at, the properties currently any of its Subsidiaries or any real property owned, operated or leased by the Company or any of its Subsidiaries, (c) no property currently or formerly owned or operated by the Company or any of its Subsidiaries Subsidiary (including soils, groundwater and groundwater, surface water), and to the Knowledge of the Company, any properties formerly owned, leased buildings or operated, are not other structures) is contaminated with any substance regulated under any Environmental Law (“Hazardous Substances Substance”) that has or would could reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup require investigation, remediation or other remedial activity pursuantaction, directly or indirectly, to any applicable Environmental Law; (iiid) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Law; third party property, (ive) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into any obligation, demandliability, letterorder, claim settlement, judgment, injunction or request for information alleging that decree involving uncompleted, outstanding or unresolved requirements relating to or arising under Environmental Laws and (f) there are no other circumstances or conditions involving the Company or any of its Subsidiaries may that would reasonably be likely to result in violation any material claims, liability, investigations, costs or restrictions on the ownership, use or transfer of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating properties pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has are, and at all times since the Applicable Date been January 1, 2017 have been, in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) none of the environmental conditions properties owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries contains any Hazardous Materials as a result of any activity of the Company or any of its Subsidiaries in amounts exceeding the levels allowed or otherwise permitted by applicable Environmental Laws, (iii) since January 1, 2017, neither the Company nor any of its Subsidiaries has received any notices, demand letters or requests for information from any federal, state, local or foreign Governmental Entity indicating that the Company or any of its Subsidiaries may be in violation of, or liable under, any Environmental Law in connection with the ownership or operation of its businesses or any of their respective properties or assets, (iv) there have been no Releases of any Hazardous Material at, onto, or resulting from operations atany properties presently or formerly owned or, to the Company’s Knowledge, leased or operated by the Company or any of its Subsidiaries as a result of any activity of the Company or any of its Subsidiaries during the time such properties currently were owned, leased or operated by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company Company, its Subsidiaries nor any of its Subsidiaries is their respective properties are subject to, or has assumed or retained, to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations liabilities relating to any suit, settlement, court order, administrative order, regulatory requirement, judgment, notice of violation or written claim asserted or arising under any Environmental Law. It is agreed and understood that no representation or warranty is made in respect of environmental matters in any Section of this Agreement other than this Section 4.11.

Environmental Matters. (a) Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Company Material Adverse Effect: whole: (i) each of The Group Companies are and, for the Company and its Subsidiaries has since the Applicable Date past four (4) years, have been in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining, maintaining and complying with all Licenses any Order which a Group Company is subject to which arises under or is related to Environmental Laws; (A) The Group Companies possess all governmental permits, approvals, authorizations, consents, licenses or certificates required by all applicable Environmental Laws (collectively, “Environmental Permits”); (iiB) all such Environmental Permits are valid and in full force and effect; and (C) no Group Company is in default, and, to the Knowledge of Company, no environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by condition exists at the Company or any Leased Properties that with lapse of time would constitute a default, under such Environmental Permits; (iii) Neither the Company nor its Subsidiaries (including soilsare party to any unresolved, groundwater and surface water)pending or, and to the Knowledge of the Company, any properties formerly ownedthreatened (in writing) complaints, leased claims, actions, suits, investigations, inquiries, notices, judgments, decrees, injunctions, orders, requests for information or operatedproceedings arising under or related to Environmental Laws. To the Knowledge of the Company, are not contaminated with any no Hazardous Substances currently exist at the Company Leased Properties that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, the Group Companies incurring liabilities or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability obligations under any applicable Environmental LawLaws; and (iv) neither No portion of any property currently or, to the Knowledge of the Company, formerly owned, used, leased, or operated by any Group Company nor has been used by any Group Company for the handling, manufacturing, processing, generation, storage or disposal of its Subsidiaries Hazardous Substances in a manner other than in compliance with applicable Environmental Law and associated Environmental Permits, and no Group Company has received released Hazardous Substances into the environment (including soil, surface water, ground water, any written noticepresent or potential drinking water supply, demand, letter, claim subsurface strata or request for information alleging ambient air) in a manner or in quantities that the Company or any of its Subsidiaries may be would result in a violation of or subject give rise to a liability of any Group Company under Environmental Laws at any Environmental Law; currently or formerly owned, used, leased or operated property or facility of any Group Company. (b) The Group Companies have made available to Parent copies of all material environmental assessments, studies, audits, analyses or reports relating to Company Leased Properties or the Group Companies and (v) neither the Company nor any copies of its Subsidiaries is subject toall material, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations non-privileged documents relating to any material and outstanding liabilities of any of the Group Companies under Environmental LawLaw to the extent such are in the possession, custody, or reasonable control of the Group Companies.

Environmental Matters. Except (a) The Company and its Subsidiaries (i) are in material compliance with all, and are not subject to any material liability with respect to, any Environmental Laws (as defined below), (ii) hold or have applied for all Environmental Permits (as defined below) and (iii) are in compliance with their respective Environmental Permits, except where the failure to have applied for or be in compliance with any such matters that Environmental Permit would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of Effect on the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; . (iiib) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of of, or subject to liability under liable under, any Environmental Law; and . (vc) neither Neither the Company nor any of its Subsidiaries (i) has entered into or agreed to any consent decree or order or is subject toto any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials (as defined below) and, no litigation, other proceeding or known investigation is pending or, to the knowledge of the Company, threatened with respect thereto, or has assumed (ii) is an indemnitor in connection with any threatened or retained, asserted claim by any outstanding obligations third-party indemnitee for any liability under any orders, decrees Environmental Law or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous Materials; and (d) None of the real property owned or leased by the Company or any Company Subsidiary is listed or, to the knowledge of the Company, proposed for listing on the "National Priorities List" under CERCLA, as updated through the date hereof, or any similar state or foreign list of sites requiring investigation or cleanup. (e) For purposes of this Agreement:

Environmental Matters. Except for as set forth in Schedule 3.14 of the Company Disclosure Letter: (a) The Company and its subsidiaries possess, and are in compliance with, all permits (including air emission permits), licenses, and government authorizations and have filed all notices and registrations that are required under local, state, federal, and foreign laws relating to the protection of the environment, ecology, pollution control, product registration, workplace health and safety, and hazardous materials ("Environmental Laws") applicable to the Company or any of its subsidiaries, its compressors and other assets, and the Company and its subsidiaries are in compliance with, and the Business is being operated in compliance with, all applicable limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in those laws or contained in any other law, regulation, code, plan, order, decree, judgment, notice, permit, or demand letter issued, entered, promulgated, or approved thereunder, except where the failure to possess such matters that licenses and authorizations or be or operate the Business in compliance therewith or to make such filings would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: ; (ib) each Neither the Company nor any of its subsidiaries has received notice of actual or threatened liability under the Federal Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") or any similar foreign, state, or local statute or ordinance from any Governmental Authority or any third party, and no Weat▇▇▇▇▇▇▇ ▇▇▇ity has any Knowledge of facts or circumstances that would reasonably be expected to form the basis for the assertion of any claim against the Company or any of its subsidiaries under any Environmental Laws including, without limitation, CERCLA or any similar local, state, or foreign law with respect to any on-site or off-site location, which notice or claim would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (c) Neither the Company nor any of its subsidiaries has entered into or agreed to or contemplates entering into any consent decree or order, and none of such entities is subject to any judgment, decree, or judicial or administrative order, relating to compliance with, or the cleanup of hazardous materials under, or compliance with any applicable Environmental Laws compliance with which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (d) No Weat▇▇▇▇▇▇▇ ▇▇▇ity has received notice that the Company or any of its subsidiaries or any of its or their owned or leased properties is subject to any claim, obligation, liability, loss, damage, or expense of whatever kind or nature, contingent or otherwise (except for those matters the consequences of which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect), incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of any of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsWeat▇▇▇▇▇▇▇ ▇▇▇ities, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atany of their employees, agents, or resulting representatives or, to the Knowledge of any of the Weat▇▇▇▇▇▇▇ ▇▇▇ities, arising out of the ownership, use, control, or operation by any of the Weat▇▇▇▇▇▇▇ ▇▇▇ities of any plant, facility, site, area, or property (including, without limitation, any plant, facility, site, area, or property currently or previously owned or leased by the Company, its subsidiaries, or their predecessors) from operations atwhich any Hazardous Materials were released into the environment, except where the consequences of such release would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect (the term "release" meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment, and the term "environment" meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air); (e) To the Knowledge of any of the Weat▇▇▇▇▇▇▇ ▇▇▇ities, none of the properties currently owned, leased leased, or operated used by the Company or any of its Subsidiaries subsidiaries contains any friable asbestos, regulated PCBs, or underground storage tanks, except where the presence of such would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and (including soilsf) None of the Company or its subsidiaries is, groundwater and surface water), and or to the Knowledge of any of the CompanyWeat▇▇▇▇▇▇▇ ▇▇▇ities, has been, subject to any properties formerly ownedadministrative or judicial proceeding pursuant to, leased and, to the Knowledge of any of the Weat▇▇▇▇▇▇▇ ▇▇▇ities, none has been alleged to be in violation of, applicable Environmental Laws or operatedregulations any time during the past five years, are except where the consequences of any such proceeding, allegation, or violation would not contaminated with any Hazardous Substances that has or would reasonably be expected to result have, individually or in the aggregate, a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawMaterial Adverse Effect.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, would not reasonably be expected to have a Company SST IV Material Adverse Effect: (i) each no written notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of SST IV, is threatened relating to SST IV, any of the Company SST IV Subsidiaries or any of their respective properties, and its relating to or arising out of any Environmental Law or Hazardous Substance; (ii) SST IV and the SST IV Subsidiaries has since are and, for the Applicable Date been past three (3) years, have been, in compliance with all Environmental Laws and all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsPermits; (iiiii) SST IV and each SST IV Subsidiary is in possession of all Environmental Permits necessary for SST IV and each SST IV Subsidiary to own, lease and, to the environmental conditions atextent applicable, operate its properties or resulting from operations atto carry on its respective business substantially as they are being conducted as of the date hereof, the properties currently owned, leased and all such Environmental Permits are valid and in full force and effect; and (iv) there are no liabilities or operated by the Company obligations of SST IV or any of its the SST IV Subsidiaries (including soilsof any kind whatsoever, groundwater and surface water)whether accrued, and contingent, absolute, determined, determinable or otherwise arising under or relating to the Knowledge of the Company, any properties formerly owned, leased Environmental Law or operated, are not contaminated with any Hazardous Substances Substance and there is no condition, situation or set of circumstances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring such liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawobligation.

Environmental Matters. Except for such matters that as disclosed in Schedule 8.11 and except as would not, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each of Company is in compliance with and in the Company and its Subsidiaries last five years has since the Applicable Date been in compliance with all with, and is not subject to liability under, any Environmental Laws applicable to it and there are no Environmental Laws, including possessing such Laws which have been formally proposed for public comment, which would reasonably be expected to result in material expenditures by any Company, and complying no such Environmental Laws would reasonably be expected to interfere in any material way with all Licenses under Environmental Lawscurrent or projected operations of any Company; (ii) no Company has received notice that it or any of their respective predecessors in interest has been identified as a potentially responsible party under the environmental conditions atUnited States Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or resulting from operations atany similar law of any Governmental Authority, nor has any Company received notice that any Hazardous Materials that it or any of its respective predecessors in interest has used, generated, stored, treated, handled, transported or disposed of, or arranged for disposal or treatment of, have been found at any site at which any Person is conducting or plans to conduct any action pursuant to any Environmental Law, and no Company, or to the knowledge of the Obligors, any of their respective predecessors in interest, has disposed of, arranged for the disposal or treatment of, or otherwise released Hazardous Materials at any site at which any Person is conducting or plans to conduct any action under Environmental Law; (iii) no properties now or formerly owned, leased or operated by any Company or, to the knowledge of any Obligor, any of their respective predecessors in interest, are (x) listed or proposed for listing on the National Priorities List under CERCLA or (y) listed on the Comprehensive Environmental Response, Compensation and Liability Information System List promulgated pursuant to CERCLA or (z) included on any similar lists maintained by any Governmental Authority; (iv) there are no past or present events, conditions, activities, practices or actions, or any agreements, judgments, decrees or orders by which any Company is bound, which would reasonably be expected to prevent any Company's compliance with any Environmental Law, or which would reasonably be expected to give rise to any liability of any Company under any Environmental Law, including, without limitation, liability under CERCLA or any similar state or foreign laws; (v) no Lien has been asserted or recorded, or to the knowledge of the obligors, threatened, under any Environmental Law with respect to any asset, facility, inventory or property currently owned, leased or operated by the Company any Company; (vi) there are no underground storage tanks or related piping at any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly property owned, operated or leased or operated, are not contaminated with by any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawCompany; (iiivii) neither the no such tanks or related piping has been removed from such properties; and (viii) no Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, Proceeding alleging that it is liable for the release or threat of release violation of, or exposure toliability under, any Hazardous Substance that has or would reasonably be expected Environmental Law and, to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither knowledge of the Company nor any of its Subsidiaries has received any written noticeObligors, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries no such Proceeding is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawthreatened.

Environmental Matters. Except for such matters that have not had and would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on the Company, (ia) each no written notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no action, claim, suit, proceeding or review or, to the knowledge of the Company, investigation is pending or, to the knowledge of the Company and or any of its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsSubsidiaries, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atthreatened by any Person against, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries with respect to any matters relating to or arising out of any Environmental Law, (b) the Company and its Subsidiaries have been and are in compliance with all Environmental Laws, including soilspossessing all material permits, groundwater authorizations, licenses, exemptions and surface water)other governmental authorizations required for its operations under applicable Environmental Laws, (c) with respect to any Leased Real Property currently or formerly owned or leased, as the case may be, by the Company or its Subsidiaries, the Company and to the Knowledge of the Company, any properties formerly owned, leased its Subsidiaries have not Released Hazardous Materials that have or operated, are not contaminated with any Hazardous Substances that has or would could reasonably be expected to result in a claim against the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantits Subsidiaries, directly or indirectly, to any applicable Environmental Law; and (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (ivd) neither the Company nor any of its Subsidiaries has received entered into any written noticeagreement that may require them to pay to, demandreimburse, letterguarantee, claim pledge, defend, indemnify or request for information alleging that the Company hold harmless any Person from or against any of its Subsidiaries may be in violation liabilities or costs arising out of or subject related to liability under any Environmental Law; and (v) neither the Company nor any generation, manufacture, use, transportation or disposal of its Subsidiaries is subject toHazardous Materials, or has assumed otherwise arising in connection with or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such as to matters that would notcould not reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each no written notice of the Company and its Subsidiaries violation, request for information, order, complaint or assertion of penalty has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated received by the Company or any of its Subsidiaries (including soils, groundwater and surface water)Restricted Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Knowledge knowledge of the Company, threatened which allege a violation of or liability under any properties Environmental Laws or concerning Hazardous Materials, in each case relating to the Borrower or any of its Restricted Subsidiaries, (ii) each of the Company and its Restricted Subsidiaries has all permits necessary for its operations to comply with all applicable Environmental Laws and is, and during the term of all applicable statutes of limitation, has been, in compliance with the terms of such permits and with all other applicable Environmental Laws, (iii) no Hazardous Material is located at any property currently or formerly owned, operated or leased by the Borrower or operated, are not contaminated with any Hazardous Substances of its Restricted Subsidiaries in quantities or concentrations that has or would reasonably be expected to result in the Company or give rise to any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any obligation of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Restricted Subsidiaries may be in violation of or subject to liability under any Environmental Law; Laws, and (v) neither no Hazardous Material has been generated by or on behalf of the Company nor or any of its Restricted Subsidiaries that has been transported to or Released at or from any location in a manner that would reasonably be expected to give rise to any liability or obligation of the Company or any of its Restricted Subsidiaries, and (iv) there is no agreement to which the Company or any of its Restricted Subsidiaries is subject to, a party in which the Company or any of its Restricted Subsidiaries has assumed or undertaken, or retained, responsibility for any outstanding obligations under any orders, decrees known or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning reasonably likely liability or obligations obligation arising under or relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each there has been no Release of Hazardous Substances by the Company or any of its Subsidiaries that remains outstanding on any real property currently or, to the knowledge of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental LawsCompany, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently formerly owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased requiring notice or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that action by the Company or any of its Subsidiaries may be in violation under applicable Environmental Law and no real property currently or, to the knowledge of the Company, formerly owned, leased or subject to liability under any Environmental Law; and (v) neither operated by the Company nor or any Subsidiary thereof is contaminated with any Hazardous Substances requiring notice or remedial action by the Company or any of its Subsidiaries under Environmental Law; (ii) no judicial or administrative proceeding, order, judgment, decree, settlement or, to the knowledge of the Company, investigation is subject topending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries alleging violations of Environmental Laws; (iii) the Company and its Subsidiaries have not received in writing any claims, notices or correspondence that remains outstanding alleging liability of the Company or any Subsidiary under any Environmental Law for Releases or threatened Releases of Hazardous Substances on real property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries, or has assumed liability for any off-site disposal of Hazardous Substances or retainedcontamination by the Company or any Subsidiary; and (iv) the business and operations of the Company and its Subsidiaries comply in all material respects with applicable Environmental Laws and the Company and its Subsidiaries have obtained all material permits, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations authorizations and licenses relating to any Environmental Law.Laws necessary for the operation of their businesses; all such permits, authorizations and licenses are

Environmental Matters. Except for such those matters that would not, individually or in the aggregate, aggregate have not had and would not reasonably be expected to have a Company Material Adverse Effect: (i) each during the period of ownership or operation by Guidant and its Affiliates of any of their current or former Owned Business Real Property or Leased Business Real Property, there have been no Environmental Releases of Hazardous Materials in, on, under or affecting any properties that would subject the Business to any Liability under any Environmental Law or require any expenditure by the Transferred Subsidiaries or the Business for remediation to meet applicable standards thereunder; (ii) prior to and after, as applicable, the period of ownership or operation by Guidant, and its Affiliates of any of their current or former Owned Business Real Property or Leased Business Real Property, to the Knowledge of Guidant, there were no Environmental Releases of Hazardous Materials in, on, under or affecting any properties that would subject the Transferred Subsidiaries or the Business to any Liability under any Environmental Law or require any expenditure by the Transferred Subsidiaries or the Business for remediation to meet applicable standards thereunder; (iii) none of the Company and its Transferred Subsidiaries has since the Applicable Date been in compliance are subject to any indemnity obligation or other contract with all applicable Environmental Laws, including possessing and complying with all Licenses any Person relating to obligations or Liabilities under Environmental Laws; and (iiiv) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the CompanyGuidant, any properties formerly ownedthere are no facts, leased circumstances or operated, are not contaminated with any Hazardous Substances conditions that has or would reasonably be expected to result in form the Company basis for any investigation, suit, claim, action, proceeding or any Retained liability against or affecting a Transferred Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations Business relating to any or arising under Environmental LawLaws.

Environmental Matters. Except (a) The Acquired Companies are and since the Applicable Date have been in compliance, in all material respects, with all applicable Environmental Laws, which compliance includes obtaining, maintaining or complying with all Governmental Authorizations required under Environmental Laws for such matters the operation of the Acquired Companies’ business. (b) As of the Agreement Date, there is no Legal Proceeding relating to or arising under any Environmental Law that is pending or, to the knowledge of the Company, threatened against any Acquired Company or in respect of any Leased Real Property, except as would notnot be, individually or in the aggregate, reasonably be expected material to have the Acquired Companies taken as a whole. (c) Since the Applicable Date through the Agreement Date, no Acquired Company Material Adverse Effect: has received any written notice, report or other information of or entered into any legally binding agreement, order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved material violations, liabilities or requirements on the part of any Acquired Company relating to or arising under Environmental Laws. (d) To the knowledge of the Company (i) each no Person has been exposed to any Hazardous Material at a property or facility of the an Acquired Company at levels in excess of applicable permissible exposure levels, and its Subsidiaries has (ii) there are and since the Applicable Date have been in compliance with all applicable Environmental Lawsno Hazardous Materials present or Releases on, at, under or from any property or facility, including possessing the Leased Real Property, in a manner and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances concentration that has or would reasonably be expected to result in the any material claim against or material liability of an Acquired Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and . (ve) neither the No Acquired Company nor any of its Subsidiaries is subject tohas assumed, undertaken, or has assumed or retained, otherwise become subject to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning material liability or obligations of another Person relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that would not(a) The Company is, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Lookback Date been has been, in compliance with all applicable Environmental LawsLaws in all material respects (including with respect to all Permits issued to the Company), including possessing and, to the Knowledge of the Company, no capital or operating expenditures are required to maintain such compliance that have not otherwise been budgeted for or adequately reserved. (b) The Company is currently in possession of, and complying with to the extent applicable has filed timely application to renew, all Licenses Permits required under applicable Environmental Laws; . (iic) To the environmental conditions atKnowledge of the Company, or resulting from operations at, none of the properties currently or formerly owned, leased leased, or operated by the Company (including, without limitation, soils and surface and ground waters associated with such properties) are contaminated with any Hazardous Substances, requiring reporting, investigation, remediation, monitoring, or other response action by the Company pursuant to applicable Environmental Laws. (d) There has been no Release of any Hazardous Substances by the Company at any property currently or, to the Knowledge of the Company, formerly owned, leased, or operated by the Company or any predecessor. (e) The Company has not treated, stored, disposed of, transported, handled, manufactured, Released or exposed any Person to any Hazardous Substances (i) in material violation of any applicable Environmental Law or (ii) in any manner that would reasonably be expected to require material investigation, removal or remediation obligation by any of the Company or its Subsidiaries pursuant to Environmental Laws. (including soilsf) The Company is not subject to any Order issued pursuant to or otherwise relating to any Environmental Law, groundwater and surface water)the subject of which remains unresolved. (g) There are no Proceedings pending, and or, to the Knowledge of the Company, any properties formerly ownedthreatened against the Company, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, relating to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability Liability under any Environmental Law; and Laws. (vh) neither Excluding customary indemnities entered into in the ordinary course, the Company nor has not assumed by operation of law or contract any Liability of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations other Person under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law. (i) The Company has made available to Acquiror true and correct copies of all material environmental reports, assessments, analyses, studies, audits, and similar documentation relating to the operation of the Company in the possession of the Company. (j) The representations contained in this Section 3.15 are the only representations of the Company with respect to environmental matters.

Environmental Matters. Except for such matters that as would notnot reasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ia) each of the Company and its the Company Subsidiaries is and has since for the Applicable Date past three (3) years been in compliance with all applicable Environmental Laws, including possessing (b) each of the Company and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atCompany Subsidiaries has, or resulting from operations athas applied for, all Environmental Permits necessary for the properties currently ownedconduct and operation of their respective businesses as now being conducted and is, leased or operated by and for the past three (3) years has been, in compliance with the terms and conditions thereof, (c) none of the Company or any Company Subsidiary has received in the past four (4) years any written notice, demand, letter or claim that is unresolved and that alleges that the Company or such Company Subsidiary is in violation of, or has liability under, any Environmental Law, (d) none of its Subsidiaries the Company or any Company Subsidiary has entered into or agreed to any consent decree or order or is subject to any judgment, decree or judicial order relating to compliance with Environmental Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Substances, (including soils, groundwater and surface water)e) there are no Hazardous Substances present at any Company Property, and to neither the Knowledge Company nor any Company Subsidiary has stored, handled, used, released, disposed of or transported, or arranged for the Company, any properties formerly owned, leased transport or operated, are not contaminated with any disposal of Hazardous Substances that has or at any location, in each case except as would not reasonably be expected to result in liability to the Company or any Retained Company Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; and (iiif) neither the Company nor any none of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Company Subsidiary incurring has undertaken or assumed by contract or operation of law any liability arising under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim Law or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous Substances.

Environmental Matters. Except for such matters that as has not had, nor would notreasonably be expected to have, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) since December 31, 2015, each of the Company and its Subsidiaries has since the Applicable Date are and have been in compliance with all applicable Laws, regulations or other legal requirements relating to pollution, the protection of the environment, or protection of human health and safety (as relates to exposure to Hazardous Materials) (“Environmental Laws”), which compliance includes obtaining, maintaining or complying with all permits required under Environmental Laws for the operation of their respective businesses, (b) there is no investigation, suit, claim, action or proceeding relating to or arising under any Environmental Law that is pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries or any real property owned, operated or leased by the Company or any of its Subsidiaries, (c) neither the Company nor its Subsidiaries have received any written notice of or entered into any legally binding agreement, Order, settlement, judgment, injunction or decree involving uncompleted, outstanding or unresolved requirements on the part of the Company or any of its Subsidiaries relating to or arising under Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iid) the environmental conditions at, there are and have been no Hazardous Materials present on any real property owned or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater in a manner and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances concentration that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that against the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries are, and for the past five (5) years have been, in compliance with all applicable Environmental Laws, and possess and are in material compliance with all applicable Environmental Permits required under such matters that Environmental Laws to operate as they presently operate. Except as would not, individually or in the aggregate, reasonably be expected to have have, a Company Material Adverse Effect: , (i) each of the Company and its Subsidiaries has since the Applicable Date been have not, in compliance with all applicable a manner that could give rise to liability under appliable Environmental Laws, including possessing and complying with all Licenses under released or disposed of any Materials of Environmental Laws; (ii) the environmental conditions atConcern in, on, under, from or resulting from operations at, the properties currently affecting any property owned, leased or operated by the Company or any of its Subsidiaries (including soilsSubsidiaries, groundwater and surface water), and to during the Knowledge period of the Company, any properties formerly owned, leased ’s or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, Subsidiaries’ ownership operation or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; lease thereof (ivii) neither the Company nor any of its Subsidiaries has transported, disposed of, or arranged for the disposal of any Materials of Environmental Concern at or to any facility, site, or location; (iii) neither the Company nor its Subsidiaries has received or is presently subject to an Environmental Claim or any written noticeother material liabilities pursuant to Environmental Laws, demandand to the knowledge of the Company, letter, claim or request for information alleging that no such matters have been threatened; and (iv) none of the Company or any of its Subsidiaries may be in violation of has assumed, undertaken, or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is provided an indemnity with respect to, or otherwise become subject to, or has assumed or retained, liability of any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations Person relating to any Environmental LawLaws. (b) For purposes of this Agreement, the following terms shall have the meanings assigned below:

Environmental Matters. (i) Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have be a Company Material Adverse Effect: (iA) each of the Company and its Subsidiaries has have complied at all times since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiB) no property currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased operated or operated utilized by the Company or any of its Subsidiaries (including soils, groundwater groundwater, surface water, buildings and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not subsurface structures) has been contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup Substance requiring remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; (iiiC) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable incurred liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property; (ivD) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in violation of or subject to liability under any Environmental Law; and (vE) neither the Company nor any of its Subsidiaries is subject toto any order, or has assumed or retaineddecree, any outstanding obligations under any ordersinjunction, decrees or injunctions, or outstanding obligations or claims under any indemnities settlement or other contractual agreements, concerning agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to any Environmental Law; and (F) to the Knowledge of the Company, there are no other conditions or occurrences involving Company or any of its Subsidiaries that would reasonably be expected to result in any claim, liability or investigation to the Company or any of its Subsidiaries pursuant to any Environmental Law. (ii) As used in this Agreement, the following terms have the following meanings:

Environmental Matters. (a) Except for such matters that would not, individually as set forth in Section 3.13(a) of the Company’s Disclosure Schedule or in the aggregateRecent SEC Documents, there are no legal, administrative, arbitral or other proceedings, claims, actions, causes of action, required environmental remediation activities or, to the knowledge of the Company, governmental investigations of any nature seeking to impose, or that reasonably could be expected to result in the imposition, on the Company or any of its Subsidiaries of any liability or obligations arising under common law standards relating to environmental protection, human health or safety, or under any local, state, federal, national or supranational environmental statute, regulation or ordinance, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (collectively, “Environmental Laws”), pending or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries, which liability or obligation would reasonably be expected to have a Company Material Adverse Effect: . (b) During or, to the knowledge of the Company, prior to the period of (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries Subsidiaries’ ownership or operation of any of their respective current properties, (including soilsii) its or any of its Subsidiaries’ participation in the management of any property, groundwater and surface water)or (iii) its or any of its Subsidiaries’ holding of a security interest or other interest in any property, and to the Knowledge there was no release or threatened release of the Companyhazardous, toxic, radioactive or dangerous materials or other materials regulated under Environmental Laws in, on, under or affecting any properties formerly owned, leased such property which (x) would require remediation under Environmental Laws or operated, are not contaminated with any Hazardous Substances that has or (y) would reasonably be expected to result in the have a Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; Material Adverse Effect. (iiic) neither Neither the Company nor any of its Subsidiaries is subject to any Proceedingagreement, judgment, decree, or has otherwise received a written noticeother order of any kind by or with any court, alleging that it is liable for the release or threat of release ofgovernmental authority, regulatory agency, or exposure tothird party imposing any material liability or obligations pursuant to or under any Environmental Law. (d) There has been no material environmental investigation, any Hazardous Substance that has study, audit, test, review or would reasonably be expected to result in other analysis conducted by or on behalf of the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither of which the Company nor any has knowledge in relation to the current or prior business of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither property or facility now or previously owned or leased by the Company nor or any of its Subsidiaries is subject to, or that Company has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating not provided to any Environmental LawParent prior to the date of this Agreement.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company Acquired Companies and its Subsidiaries has since their respective properties are now and have for the Applicable Date been past five (5) years been, in compliance with all Environmental Laws and all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsPermits; (ii) each of the environmental conditions atAcquired Companies is in possession of all Environmental Permits necessary for the Acquired Companies to own, lease and, to the extent applicable, operate its properties or resulting from operations at, to carry on its respective business substantially as they are being conducted as of the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water)date hereof, and to the Knowledge of the Company, any properties formerly owned, leased or operated, all such Environmental Permits are not contaminated valid and in full force and effect with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or all necessary applications for renewal thereof having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Lawbeen timely filed; (iii) neither the Company nor any and all Hazardous Substances disposed of by any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result Acquired Companies was done so in the Company or any Subsidiary incurring liability under any accordance with all applicable Environmental LawLaws and Environmental Permits; (iv) neither the Company nor any of its Subsidiaries has Acquired Companies and their respective properties have not received any written notice, demand, letter, claim or request for information alleging that the Company any violation of, or liability under, any of its Subsidiaries may be in violation of or subject to liability under any applicable Environmental Law; and (v) neither the Acquired Companies and their respective properties are not subject to any Order, writ, judgment, injunction, decree, stipulation, determination or award by any Governmental Authority pursuant to any Environmental Laws, any Environmental Permit or Hazardous Substance; and (vi) except as set forth on Section 4.11 of the Company nor any of its Subsidiaries is subject toDisclosure Letter, there are no liabilities or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning (and no asserted liability or obligations obligations) of the Acquired Companies arising under or relating to any Environmental LawLaw or any Hazardous Substance.

Environmental Matters. (a) Except for such those matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company not resulted and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are could not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary of its Subsidiaries incurring liability Environmental Liabilities individually in excess of $50,000 or having in the aggregate in excess of $100,000, (A) each of the Company and its Subsidiaries is, and has been, in compliance with all applicable Environmental Laws, (B) there is no investigation, suit, claim, action or proceeding relating to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectlyarising under Environmental Laws that is pending or, to any applicable Environmental Law; (iii) neither the Knowledge of the Company, threatened against or affecting the Company nor or any of its Subsidiaries is subject or any real property currently or, to any Proceedingthe Knowledge of the Company, formerly owned, operated or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in leased by the Company or any Subsidiary incurring liability under any applicable Environmental Law; of its Subsidiaries, (ivC) neither the Company nor any of its Subsidiaries has received any written noticenotice of or entered into or assumed by Contract or operation of Law or otherwise, demandany obligation, letterliability, claim order, settlement, judgment, injunction or request for information alleging that decree relating to or arising under Environmental Laws, and (D) no facts, circumstances or conditions exist with respect to the Company or any of its Subsidiaries may be in violation or any property currently (or, to the Knowledge of the Company, formerly) owned, operated or subject to liability under any Environmental Law; and (v) neither leased by the Company nor or any of its Subsidiaries is subject toor any property to or at which the Company or any of its Subsidiaries transported or arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in the Company and its Subsidiaries incurring Environmental Liabilities. (b) No consents or approvals of, or has assumed or retainedfilings with, any outstanding obligations Governmental Authority are necessary under any ordersEnvironmental Laws for the execution and delivery of this Agreement by the Company and the consummation by the Company of the Merger. (c) The Company has provided Parent with all material environmental reports, decrees audits and documents related to actual or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any potential Environmental LawLiabilities. (d) For purposes of this Agreement:

Environmental Matters. Except for such matters that as has not had and would notnot reasonably be expected, individually or in the aggregate, reasonably be expected to have a Company Material Adverse EffectEffect on Company and its Subsidiaries, and to the Company’s Knowledge, (a) Company and its Subsidiaries have complied with all applicable Laws relating to: (i) each the protection or restoration of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Lawsenvironment, including possessing and complying with all Licenses under Environmental Lawshealth, safety or natural resources; (ii) the environmental conditions athandling, or resulting from operations atuse, the properties currently ownedpresence, leased or operated by the Company or any of its Subsidiaries (including soilsdisposal, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of threatened release of, or exposure to, any Hazardous Substance hazardous substance; and (iii) noise, odor, wetlands, indoor air, pollution, contamination or any injury or threat of injury to persons or property involving any hazardous substance (“Environmental Laws”); (b) there are no proceedings, claims, actions, or investigations of any kind, pending or threatened in writing, by any Person, court, agency, or other Governmental Entity or any arbitral body, against Company or its Subsidiaries relating to any Environmental Law and there is no reasonable basis for any such proceeding, claim, action or investigation; (c) there are no agreements, orders, judgments, indemnities or decrees by or with Company or its Subsidiaries, and any Person, court, regulatory agency or other Governmental Entity, that has could impose any liabilities or would obligations under or in respect of any Environmental Law; (d) there are, and have been, no hazardous substances or other environmental conditions at any property under circumstances which could reasonably be expected to result in the liability to or claims against Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject relating to liability under any Environmental Law; and (ve) neither the there are no reasonably anticipated future events, conditions, circumstances, practices, plans, or legal requirements that could give rise to obligations or liabilities to Company nor any of and its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on Parent, to the Knowledge of Parent, (i) each of the Company Parent and its Subsidiaries has are and, since the Applicable Date been January 1, 2013 have been, in compliance with Environmental Laws, (ii) Parent and its Subsidiaries have all Permits which are necessary to enable them to conduct their businesses as they are being conducted on the date of this Agreement in compliance with applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiiii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or neither Parent nor any of its Subsidiaries has received any written notice from any Governmental Entity of material noncompliance or material liability under any Environmental Law, (iv)(a) neither Parent nor any of its Subsidiaries has performed any acts, including soilsbut not limited to releasing, groundwater storing or disposing of Hazardous Materials, (b) there is no condition on any property owned or leased by Parent or a Subsidiary, and surface water(c) there is no condition on any property formerly owned or leased by Parent or a Subsidiary while Parent or a Subsidiary owned or leased that property, that, in the case of any of (a), and to the Knowledge of the Company(b) or (c), any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company material liability of Parent or a Subsidiary under any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; Law and (iiiv) neither the Company Parent nor any of its Subsidiaries is subject to any Proceeding, outstanding order of any court or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Governmental Entity requiring Parent or any of its Subsidiaries may be to take, or refrain from taking, any actions in violation of or subject order to liability under comply with any Environmental Law; Law and no action or proceeding (vto which either Parent or a Subsidiary is or would be a party) neither the Company nor seeking such an order is pending or threatened against Parent or any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiaries.

Environmental Matters. (a) Except for any such matters matter that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance have complied at all times with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, no property currently or resulting from operations at, the properties currently owned, leased formerly owned or operated by the Company or any of its Subsidiaries (including soils, groundwater groundwater, surface water, buildings and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not subsurface structures) is contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSubstance; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toto any order, decree, injunction, settlement or has assumed other agreement with any Governmental Entity or retained, any outstanding indemnity or other agreement with any third party relating to liabilities or obligations under any ordersEnvironmental Law; (vi) there are no other circumstances or conditions involving the Company or any of its Subsidiaries that could reasonably be expected to result in any claim, decrees liability, investigation, cost or injunctionsrestriction on the ownership, use, or outstanding obligations or claims under transfer of any indemnities or other contractual agreements, concerning liability or obligations relating property pursuant to any Environmental Law; and (vii) the Company has delivered to Parent, prior to the date of this Agreement, copies of all environmental reports, studies, assessments, sampling data and other environmental information in its possession relating to Company or its Subsidiaries or their respective current and former properties or operations. (b) As used in this Agreement, the term:

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected likely to have a Company RMT Partner Material Adverse Effect: (ia) each of the Company RMT Partner and its Subsidiaries has since the Applicable Date July 1, 2018 been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iib) the environmental conditions at, or resulting from operations at, at the properties currently owned, leased or operated by the Company RMT Partner or any of its Subsidiaries (including soils, groundwater and surface water), and and, to the Knowledge of the CompanyRMT Partner, any properties formerly owned, leased or operatedoperated properties, are not contaminated with any Hazardous Substances Substance that has or would reasonably be expected likely to result in the Company RMT Partner or any Retained Subsidiary of its Subsidiaries incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; , (iiic) neither the Company RMT Partner nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, of any Hazardous Substance that has or would reasonably be expected likely to result in the Company RMT Partner or any Subsidiary incurring liability under any applicable Environmental Law; , (ivd) neither the Company RMT Partner nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company RMT Partner or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and , (ve) neither the Company RMT Partner nor any of its Subsidiaries is subject to, or has assumed or retained, to any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law and (f) to the Knowledge of RMT Partner, there are no other environmental conditions involving RMT Partner or any of its Subsidiaries that would reasonably be likely to result in a liability to RMT Partner or any of its Subsidiaries pursuant to any Environmental Law.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect: : (a) The Company and each Company Subsidiary (i) each of is, and in the Company and its Subsidiaries past five (5) years has since the Applicable Date been been, in compliance with all Environmental Laws and the terms and conditions of all Environmental Permits, in each case, applicable to the Company, any Company Subsidiary or any Company Property, and (ii) has no liability under Environmental Laws, Environmental Permits, or with respect to Hazardous Materials. (b) The Company and each Company Subsidiary is in possession of all Environmental Permits required to be held by the Company or any Company Subsidiary for the operation of the business as currently conducted, including possessing with respect to all Company Properties, and complying with all Licenses under such Environmental Laws; Permits are in full force and effect. (c) Neither the Company nor any Company Subsidiary has received, or to the Company’s Knowledge, been threatened in writing with, (i) any request for information from a Governmental Authority, or (ii) any Action, Claim, order or notice from any Person alleging that the environmental conditions Company or any Company Subsidiary is or may be in violation of, or has liability under any Environmental Law or with respect to Hazardous Materials. (d) Neither the Company 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 any investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials, which is still in effect or which has any ongoing obligations, nor has there been any such judgment, decree or order for the past five (5) years. (e) Neither the Company nor any Company Subsidiary has contractually assumed any material liability of another Person under any Environmental Law or with respect to Hazardous Materials. (i) There has been no Release of Hazardous Materials on, at, under or resulting from operations at, the properties any real property currently or formerly owned, leased or operated by the Company or any of its Subsidiaries (Company Subsidiary, including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances Company Properties that has resulted or would reasonably be expected to result in liability to the Company or any Retained Company Subsidiary incurring liability or having pursuant to conduct or fund any cleanup or other remedial activity pursuantEnvironmental Laws, directly or indirectly(ii) no underground storage tanks are present or, to the Company’s Knowledge, have ever been present at any applicable Environmental Law; Company Properties in connection with the operation of the business of the Company or any Company Subsidiary, and (iii) neither the Company nor any Company Subsidiary has disposed of its Subsidiaries is subject to any Proceedingor arranged, by contract, agreement or has otherwise received a written noticeotherwise, alleging that it is liable for the release transportation, treatment or threat disposal of release ofHazardous Materials at any location, or exposure toin each case, any Hazardous Substance that has resulted in or would reasonably be expected to result in liability to the Company or any Company Subsidiary incurring liability under any applicable pursuant to Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawLaws.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: Effect on Delta and its Subsidiaries, taken as a whole, (i) each the operations of the Company Delta and its Subsidiaries has are, and at all times since the Applicable Date been January 1, 2005 have been, in compliance with all applicable Environmental Laws, including possessing possession and complying compliance with the terms of all Licenses under licenses, permits, registrations, approvals, certifications and consents required by Environmental Laws; , (ii) there are no pending or, to the environmental conditions atKnowledge of Delta, threatened suits, actions, investigations or resulting from operations at, the properties currently owned, leased proceedings under or operated by the Company pursuant to Environmental Laws against Delta or any of its Subsidiaries (including soilsor, groundwater and surface water), and to the Knowledge of the CompanyDelta, involving any properties real property currently or formerly owned, operated or leased or operatedother sites at which Hazardous Materials were disposed of, are not contaminated or allegedly disposed of, by Delta or any of its Subsidiaries, (iii) Delta and its Subsidiaries have received no written allegations of any Environmental Liabilities, and, to the Knowledge of Delta, no facts, circumstances or conditions relating to, arising from, associated with or attributable to the operations of, or any Hazardous Substances that real property currently or formerly owned, operated or leased by, Delta or any of its Subsidiaries, has resulted in or would reasonably be expected to result in Environmental Liabilities, or in any other obligations under any Environmental Laws, and (iv) to the Company Knowledge of Delta, all real property owned or any Retained Subsidiary incurring liability operated by Delta or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, free of contamination from Hazardous Materials that would have an adverse effect on human health or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawenvironment.

Environmental Matters. (a) Except for such matters that would notas set forth in Schedule 3.17 or, individually or in the aggregateeach case, reasonably be expected to have a Company Material Adverse Effect: (i) each of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are as could not contaminated with any Hazardous Substances that has or would reasonably be expected to result in a Material Adverse Effect, (i) none of the Company properties currently owned or operated by or on behalf of the Borrower or any Retained Subsidiary incurring liability of its subsidiaries is listed or having to conduct proposed for listing on the NPL or fund on the CERCLIS or any cleanup analogous state or other remedial activity pursuant, directly or indirectlylocal list nor, to the knowledge of the Borrower, is any applicable property formerly owned or operated by or on behalf of the Borrower or any of its subsidiaries listed or proposed for listing on any such list; (ii) there are no and have never been any surface impoundments, pits, sumps or lagoons, or landfills or dumps, in which Hazardous Materials are being or have been treated, stored or disposed on any property currently owned or operated by or on behalf of the Borrower or any of its subsidiaries or, to the knowledge of the Borrower, on any property formerly owned or operated by the Borrower or any of its subsidiaries except for such impoundments, pits, sumps or lagoons, or landfills or dumps, that have been removed from service or remediated in material compliance with Environmental Law; and (iii) neither to the Company nor knowledge of the Borrower, there has been no Release on, at or under any property currently or formerly owned or operated by the Borrower or any of its Subsidiaries is subject to any Proceedingsubsidiaries, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or except as would not reasonably be expected to result in material Environmental Liability to the Company Borrower. (b) Except as set forth in Schedule 3.17 or any Subsidiary incurring liability under any applicable Environmental Law; as would not reasonably be expected to result in a Material Adverse Effect, (ivi) neither the Company Borrower nor any of its Subsidiaries subsidiaries is undertaking, and has received not completed, either individually or together with other potentially responsible parties, any written noticeinvestigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials or natural gas at, demandon or under any site, letterlocation or operation, claim either voluntarily or request for information alleging that pursuant to the Company order of any Governmental Authority or any the requirements of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (vii) all Hazardous Materials generated, used, treated, handled or stored at, or, to the knowledge of the Borrower, transported to or from, any property currently or formerly owned or operated by the Borrower or any of its subsidiaries are either currently managed or have been disposed of in compliance with Environmental Laws. (c) As of the Closing Date, and at any time after the Closing Date unless such assumption or undertaking could not reasonably be expected to result in a Material Adverse Effect, neither the Company Borrower nor any of its Subsidiaries is subject to, or subsidiaries has assumed or retainedundertaken, whether by contract, operation of law or otherwise, any outstanding obligations under Environmental Liabilities of any ordersother Person. (d) Except as otherwise would be subject to applicable privilege, decrees the Borrower has made available to the Administrative Agent true and correct copies of any material environmental reports, studies or injunctions, similar documents in the custody or outstanding obligations control of the Borrower or claims under any indemnities or other contractual agreements, concerning liability or obligations of its subsidiaries relating to any Environmental Lawthe Borrower, its subsidiaries, their properties or the operation of their businesses and prepared prior to the Closing Date.

Environmental Matters. Except for such matters that would notEach of the Company and its Subsidiaries is in compliance with all, individually and has obtained and is in compliance with all permits and licenses required under, Environmental, Health or Safety Requirements of Laws in effect in each jurisdiction where it has conducted business, except to the extent the failure to so comply or obtain, in the aggregateaggregate for all such failures, would not reasonably be expected to have a Company Material Adverse Effect: (i) each of . Neither the Company and its Subsidiaries has since the Applicable Date been in compliance with all nor any Subsidiary is subject to, or knows of any basis for, any liability, damage, action or other cost, contingent or otherwise, under applicable Environmental Environmental, Health or Safety Requirements of Laws, including possessing and complying or with all Licenses under Environmental Laws; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and respect to the Knowledge Release of the Companyor exposure to any Contaminant, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would could reasonably be expected to result in have a Material Adverse Effect. As of the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuantClosing Date, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any Subsidiary has received any: (a) notice from any Governmental Authority by which any of its Subsidiaries is subject the Company’s or such Subsidiary’s present or previously-owned or leased property has been identified in any manner by any such Governmental Authority as a property requiring remedial or other corrective action with respect to a Release of any Contaminant; or (b) notice of any Lien arising under or in connection with any Environmental, Health or Safety Requirements of Law that has attached to any Proceedingof the Company’s or such Subsidiary’s owned or the Company or any Subsidiaries’ interest in any leased property or any revenues of the Company’s or such Subsidiary’s owned property; or (c) communication, written or has otherwise received a written noticeoral, alleging that it is liable from any Governmental Authority concerning action or omission by the Company or such Subsidiary in connection with its ownership or leasing of any property resulting in the Release of any Contaminant resulting in any violation of or liability under any Environmental, Health or Safety Requirements of Law; where the effect of which, in the aggregate for the release or threat of release ofall such notices and communications, or exposure to, any Hazardous Substance that has or would could reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawhave a Material Adverse Effect.

Environmental Matters. Except for (a) On the Closing Date, except as set forth on Schedule 4.13 or as would not reasonably be expected to result in a material liability or obligation of Holdings or any Subsidiary or in a material impairment of the value of any Facility or the imposition of any material activity, use or deed restriction on such matters that would notreal property and (b) on each Credit Date, except as could not reasonably be expected, individually or in the aggregate, reasonably be expected to have result in a Company Material Adverse Effect: (i) each of Holdings and the Company Subsidiaries are, and its Subsidiaries has have been since the Applicable Date been March 2004, in compliance with all applicable Environmental LawsLaws and have obtained and are, including possessing and complying have been since March 2004, in compliance with all Licenses the terms of any Governmental Authorizations required under such Environmental LawsLaws (“Environmental Permits”); (ii) there are no Environmental Claims pending or, to the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by the Company knowledge of Holdings or any of its Subsidiaries (including soilsSubsidiary, groundwater and surface water)threatened, and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company against Holdings or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental LawSubsidiary; (iii) neither no Lien, other than a Permitted Lien, has been recorded or, to the Company nor knowledge of Holdings or any of its Subsidiaries is subject Subsidiary, threatened under any Environmental Law with respect to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company Facility owned by Holdings or any Subsidiary incurring liability under any applicable Environmental LawSubsidiary; (iv) neither the Company Holdings nor any Subsidiary has assumed or accepted responsibility, either by contract or operation of its Subsidiaries has received law, for any written noticeliability of any other Person under any Environmental Law; (v) there are no facts, demandcircumstances, letterconditions, claim events or request for information alleging that occurrences with respect to the Company past or present business, operations, properties or facilities of Holdings or any Subsidiary, or any of its Subsidiaries may their respective predecessors, that could reasonably be in violation of expected to give rise to any Environmental Claim or subject to any liability under any Environmental Law; and (vvi) neither the Company Holdings nor any of its Subsidiaries Subsidiary is subject toto any order, consent decree or binding agreement arising under Environmental Law, or has assumed received any letter or retained, request for information under Section 104(e) of CERCLA or any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcomparable state law.

Environmental Matters. (a) Except for such matters that would not, individually or as set forth in the aggregateCompany Disclosure Schedule: (i) the properties, reasonably be expected operations and activities of the Company and its subsidiaries are in compliance with all applicable Environmental Laws (as defined in Section 3.15(b)), other than any failure to comply as would not have a Company Material Adverse Effect: ; (iii) each the Company and its subsidiaries and the properties and operations of the Company and its Subsidiaries has since subsidiaries are not subject to any existing, pending or to the Applicable Date been in compliance with Company's knowledge, threatened action, suit, claim, investigation, inquiry or proceeding by or before any Governmental Entity under any Environmental Law, other than such actions, suits, claims, investigations, inquiries or proceedings as would not have a Company Material Adverse Effect; (iii) all applicable Environmental Lawsnotices, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atpermits, licenses, or resulting from operations atsimilar formal authorizations, the properties currently ownedif any, leased required to be obtained or operated filed by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge subsidiaries under any Environmental Law in connection with any aspect of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in business of the Company or its subsidiaries, including without limitation those relating to the treatment, storage, disposal or release of a Hazardous Substance (as defined in Section 3.15(c)), have been duly obtained or filed and will remain valid and in effect after the Merger, and the Company and its subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations, other than any Retained Subsidiary incurring liability such failure to obtain, file, or having maintain in effect, or such noncompliance as would not have a Company Material Adverse Effect; (iv) the Company and its subsidiaries have satisfied and are currently in compliance with all financial responsibility requirements applicable to conduct or fund their operations and imposed by any cleanup or other remedial activity pursuant, directly or indirectly, to Governmental Entity under any applicable Environmental Law; (iii) neither , and the Company nor and its subsidiaries have not received any notice of its Subsidiaries is subject noncompliance with any such financial responsibility requirements, other than any such failure to satisfy or noncompliance as would not have a Company Material Adverse Effect; (v) there are no environmental conditions existing on any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat property of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or its subsidiaries or resulting from the Company's or such subsidiaries' operations or activities, past or present, at any Subsidiary incurring liability under location, that would give rise to any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim on-site or request for information alleging that off-site remedial obligations imposed on the Company or any of its Subsidiaries may be in violation of or subject to liability subsidiaries under any Environmental Law; Laws or that would impact the soil, groundwater, surface water or human health, other than any such conditions as would not have a Company Material Adverse Effect; (vi) to the knowledge of the Company, since the effective date of the relevant requirements of applicable Environmental Laws and (v) neither to the extent required by such applicable Environmental Laws, all hazardous or otherwise regulated substances generated by the Company and its subsidiaries have been transported only by carriers authorized under Environmental Laws to transport such substances and wastes, and disposed of only at treatment, storage, and disposal facilities authorized under Environmental Laws to treat, store or dispose of such substances and wastes, other than any such noncompliance as would not have a Company Material Adverse Effect; and (vii) there has been no exposure of any person or property to Hazardous Substances or any pollutant or contaminant, nor has there been any release of Hazardous Substances, or any pollutant or contaminant into the environment by the Company or its subsidiaries or in connection with their properties or operations that would give rise to any claim against the Company or any of its Subsidiaries is subject tosubsidiaries for damages or compensation, other than any such exposure or release as would not have a Company Material Adverse Effect. (b) For purposes of this Agreement, the term "Environmental Laws" shall mean any and all laws, statutes, ordinances, rules, regulations, permits or orders of any Governmental Entity pertaining to health or the environment currently in effect in any and all jurisdictions in which the Company, Parent or any of their respective subsidiaries, as applicable, owned or owns property or has assumed conducted or retainedconducts business, including without limitation, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as amended, the Occupational Safety and Health Act of 1970, as amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Hazardous & Solid Waste Amendments Act of 1984, as amended, the Superfund Amendments and Reauthorization Act of 1986, as amended, any outstanding obligations under any ordersstate Laws implementing the foregoing federal laws, decrees and all other environmental conservation or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawprotection laws.

Environmental Matters. Except for such matters that as would not, individually or in the aggregate, reasonably be expected to have be a Company Material Adverse Effect: , (iA) each of the Company and its Subsidiaries has have complied at all times since the Applicable Date been in compliance Date, with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (iiB) no property (including soils, groundwater, surface water, buildings and surface and subsurface strata or structures) currently or, to the environmental conditions atKnowledge of the Company, or resulting from operations at, the properties currently formerly owned, leased operated or operated utilized by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not has been contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup Substance requiring remediation or other remedial activity pursuant, directly or indirectly, action pursuant to any applicable Environmental Law; (iiiC) neither the Company nor any of its Subsidiaries is subject to has incurred any Proceeding, or has otherwise received a written notice, alleging that it is liable liability for the release or threat of release of, or exposure to, any Hazardous Substance that has disposal or would reasonably be expected to result in the Company or contamination on any Subsidiary incurring liability under any applicable Environmental Lawthird party property; (ivD) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be is in violation of or subject to liability under any Environmental Law; and (vE) neither the Company nor any of its Subsidiaries is subject toto any order, or has assumed or retaineddecree, any outstanding obligations under any ordersinjunction, decrees or injunctions, or outstanding obligations or claims under any indemnities settlement or other contractual agreements, concerning agreement with any Governmental Entity or any indemnity or other agreement with any third party assigning or otherwise imposing liability or obligations relating to any Environmental Law; and (F) to the Knowledge of the Company, there are no other conditions or occurrences involving the Company or any of its Subsidiaries that would reasonably be expected to result in any claim, liability or investigation of the Company or any of its Subsidiaries pursuant to any Environmental Law.

Environmental Matters. Except for such matters that would notas, individually or in the aggregate, has not had, and would not reasonably be expected to have have, a Company Material Adverse Effect: : (ia) each of The Company and the Company Subsidiaries and its Subsidiaries has since the Applicable Date Company JVs are and at all times during the past five (5) years have been in compliance with all applicable Environmental Laws. (b) The Company and the Company Subsidiaries and the Company JVs have all Environmental Permits necessary to own or lease their respective Company Properties and conduct their current operations and are in compliance with such Environmental Permits. (c) No Company, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions atCompany Subsidiary or any Company JV has received any written notice, demand, letter or resulting from operations at, the properties currently owned, leased or operated by claim alleging that the Company or any of its Subsidiaries (including soilsCompany Subsidiary or Company JV is in violation of, groundwater and surface water)or liable under, and any Environmental Law or that any Order has been issued against the Company or any Company Subsidiary or Company JV, in each case, which remains unresolved or for which the Company or any Company Subsidiary or Company JV remains obligated. There is no Action pending, or, to the Knowledge of the Company, threatened against the Company or any properties formerly ownedCompany Subsidiary or Company JV under any Environmental Law. (d) To the Knowledge of the Company, leased none of the Company, any Company Subsidiary or operatedany Company JV, are not contaminated with nor any third Person, has caused any release of a Hazardous Substances Substance, or has permitted the existence at any Company Property of a Hazardous Substance, that has is in violation of any Environmental Law, or would reasonably be expected to require investigation or remediation by the Company or any Company Subsidiary or Company JV under any Environmental Law, or would reasonably be expected to result in liability to the Company or any Retained Company Subsidiary incurring liability or having to conduct or fund any cleanup or Company JV. (e) Notwithstanding any other remedial activity pursuantprovision of this Agreement, directly or indirectlythis Section 4.14 contains the exclusive representations and warranties of the Company, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in and the Company or any Subsidiary incurring liability under any applicable JVs with respect to environmental matters, Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; Laws and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawHazardous Substances.

Environmental Matters. Except for such matters that would notas otherwise disclosed to ▇▇▇▇▇▇▇ XX, no HI-REIT properties, individually or in the aggregate, would be reasonably be expected to have a Company Material Adverse EffectEffect on HI-REIT: (i) each no notification, demand, request for information, citation, summons or order has been received, no complaint has been filed, no penalty has been assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of HI-REIT, is threatened relating to any of the Company HI-REIT Parties, any of the HI-REIT Subsidiaries or any of their respective properties, and its relating to or arising out of any Environmental Law or Hazardous Substance; (ii) HI-REIT and the HI-REIT Subsidiaries has since are and, for the Applicable Date been past three (3) years, have been, in compliance with all Environmental Laws and all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental LawsPermits; (iiiii) HI-REIT and each HI-REIT Subsidiary is in possession of all Environmental Permits necessary for HI-REIT and each HI-REIT Subsidiary to own, lease and, to the environmental conditions atextent applicable, operate its properties or resulting from operations atto carry on its respective business substantially as they are being conducted as of the date hereof, and all such Environmental Permits are valid and in full force and effect; and (iv) there are no liabilities or obligations of the properties currently owned, leased or operated by the Company HI-REIT Parties or any of its the other HI-REIT Subsidiaries (including soilsof any kind whatsoever, groundwater and surface water)whether accrued, and contingent, absolute, determined, determinable or otherwise arising under or relating to the Knowledge of the Company, any properties formerly owned, leased Environmental Law or operated, are not contaminated with any Hazardous Substances Substance and there is no condition, situation or set of circumstances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring such liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawobligation.

Environmental Matters. (a) Except for such matters that would notnot reasonably be expected to, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: : (i) each of The Company and the Company Subsidiaries are, and its Subsidiaries has since for the Applicable Date been past three (3) years have been, in compliance with all applicable Environmental Laws, including possessing which compliance has included obtaining and complying with all Licenses under Environmental Laws; Permits required for the operation of the business; (ii) the environmental conditions at, or resulting from operations at, the properties currently owned, leased or operated by Neither the Company nor any Company Subsidiary has received any written notice from any Governmental Entity or other Person alleging the actual or potential violation of or liability under any Environmental Law or any of its Subsidiaries Environmental Permit, in each case which remains pending or unresolved; (including soilsiii) There are no Proceedings or Judgments pending or, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased threatened by a Governmental Entity or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in other Person against the Company or any Retained Company Subsidiary incurring that allege a violation of or liability under any Environmental Law or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; Permit; (iiiiv) neither Neither the Company nor any of its Subsidiaries is subject Company Subsidiary has treated, stored, disposed of, arranged for the disposal of, transported, handled, or Released any Hazardous Material so as to give rise to any Proceedingliabilities (contingent or otherwise) pursuant to Environmental Laws; and (v) Neither the Company nor any Company Subsidiary has provided an indemnity with respect to, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure toassumed by Contract, any liability of any other Person relating to Environmental Laws or Hazardous Substance that Materials. (b) The Company has made available to Parent and Merger Sub all non-privileged material environmental reports, audits and assessments and all other material documents bearing on material environmental, health or would reasonably be expected to result safety liabilities, in each case in the possession or reasonable control of the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental LawSubsidiary.

Environmental Matters. (a) Except for such matters that would notthat, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect: : (i) each of the Company and its the Company Subsidiaries has are and, since the Applicable Date been January 1, 2014, have been, in compliance with all applicable Environmental Laws, including possessing which compliance includes obtaining, maintaining and complying with all Licenses under Permits required pursuant to any Environmental Laws; Law; (ii) there are no Environmental Claims pending against or, to the environmental conditions atKnowledge of the Company, threatened against or affecting, the Company or any of the Company Subsidiaries; (iii) except as set forth on Section 3.14(a)(iii) of the Company Disclosure Letter, there has been no Release of, or resulting from operations atexposure to, any Hazardous Material that would reasonably be expected to form the basis of any Environmental Claim against, or otherwise result in liabilities or obligations of, the properties currently Company or any Company Subsidiaries; and (iv) neither the Company nor any of the Company Subsidiaries has assumed or retained by Contract any known or reasonably anticipated liabilities or obligations under any Environmental Law or concerning any Hazardous Materials. (b) The Company and the Company Subsidiaries have made available to Parent true and complete copies of all Phase I Environmental Site Assessments and any other material documents or correspondence relating to Environmental Law with respect to the Company and Company Subsidiaries, the Company Properties or real property formerly owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would reasonably be expected to result in the Company or any Retained Subsidiary incurring liability or having to conduct or fund any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; (iii) neither the Company nor any of its Subsidiaries is subject to any Proceeding, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would reasonably be expected to result in the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be their respective predecessors, to the extent such documentation is in violation the Company’s or any of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject toSubsidiaries’ possession, custody or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawcontrol.

Environmental Matters. Except for such matters that would not, individually or The Borrower and each Subsidiary is in compliance with all applicable Environmental Laws the aggregate, failure of which to comply could reasonably be expected to have a Company Material Adverse Effect: (i) each Effect and has been issued and currently maintains all federal, state and local permits, licenses, certificates and approvals the failure of the Company and its Subsidiaries has since the Applicable Date been in compliance with all applicable Environmental Laws, including possessing and complying with all Licenses under Environmental Laws; (ii) the environmental conditions at, which to obtain or resulting from operations at, the properties currently owned, leased or operated by the Company or any of its Subsidiaries (including soils, groundwater and surface water), and to the Knowledge of the Company, any properties formerly owned, leased or operated, are not contaminated with any Hazardous Substances that has or would maintain could reasonably be expected to result in have a Material Adverse Effect. Neither the Company Borrower nor any Subsidiary has been notified of any material pending or any Retained Subsidiary incurring liability threatened action, suit, proceeding or having to conduct or fund any cleanup or other remedial activity pursuantinvestigation, directly or indirectly, to any applicable Environmental Law; (iii) and neither the Company Borrower nor any Subsidiary is aware of its Subsidiaries is subject to any Proceedingfacts, which (a) calls into question, or has otherwise received a written notice, alleging that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would could reasonably be expected to result in call into question, compliance by the Company Borrower or any Subsidiary incurring liability under with any applicable Environmental Law; Laws, (ivb) neither seeks, or could reasonably be expected to form the Company nor basis of a meritorious proceeding, to suspend, revoke or terminate any license, permit or approval necessary for the operation of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company Borrower's or any Subsidiary's business or facilities or for the generation, handling, storage, treatment or disposal of its Subsidiaries may any Hazardous Materials, or (c) seeks to cause, or could reasonably be in violation expected to form the basis of a meritorious proceeding to cause, any property of the Borrower or any Subsidiary to be subject to liability any restrictions on ownership, use, occupancy or transferability under any Environmental Law, in each case which could reasonably be expected to have a Material Adverse Effect; and (v) neither the Company nor any of its Subsidiaries is subject to, or has assumed or retained, any outstanding obligations under any orders, decrees or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Law.s)

Environmental Matters. Except for such matters that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (ia) each Each of the Company and its Subsidiaries has since the Applicable Date been is in compliance in all material respects with all applicable Environmental Laws, including possessing Laws and complying has obtained and is in compliance in all material respects with all Licenses under Environmental Laws; Permits necessary for the conduct of its business. (iib) Between January 1, 2003 and the environmental conditions atdate of this Agreement, (i) no notice of violation, notification of liability, demand, request for information, citation, summons or resulting from operations at, the properties currently owned, leased or operated order was received by the Company or any of its Subsidiaries Subsidiaries, relating to or arising out of any Environmental Law, which has not been resolved in all material respects, (including soilsii) no complaint was filed, groundwater and surface water)no penalty or fine was assessed, and no investigation, action, claim, suit or proceeding was pending or, to the Knowledge knowledge of the Company, threatened by any Person involving the Company or any of its Subsidiaries relating to or arising out of any Environmental Law, which has not been resolved in all material respects. (c) The Company has not disposed or Released any Hazardous Substances at, on, above, under or from any properties currently or formerly owned, leased leased, operated or operated, are not contaminated with used by the Company or any Hazardous Substances Subsidiary of the Company that has resulted in or would reasonably be expected to result in any material cost, liability or obligation of the Company or any Retained Subsidiary incurring liability or having to conduct or fund of the Company under any cleanup or other remedial activity pursuant, directly or indirectly, to any applicable Environmental Law; . (iiid) neither Neither the Company nor any Subsidiary of its Subsidiaries is subject to the Company has caused or taken any Proceeding, or has otherwise received a written notice, alleging action that it is liable for the release or threat of release of, or exposure to, any Hazardous Substance that has or would could reasonably be expected to result in any material liability or obligation of the Company or any Subsidiary incurring liability under any applicable Environmental Law; (iv) neither of the Company nor relating to (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 Subsidiary of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be their respective predecessors in violation of or subject to liability under any Environmental Law; and (v) neither the Company nor any of its Subsidiaries is subject tointerest, or has assumed (ii) the past or retainedpresent use, any outstanding obligations under any ordersmanagement, decrees handling, transport, treatment, generation, storage, disposal, Release or injunctions, or outstanding obligations or claims under any indemnities or other contractual agreements, concerning liability or obligations relating to any Environmental Lawthreatened Release of Hazardous Substances.