Common use of Environmental Matters Clause in Contracts

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Partnership Material Adverse Effect: (i) each Acuren Entity Each of the Partnership Entities and their respective properties is, and since December 31, 2021 has at all relevant times within the applicable statute of limitations have been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved;. (ii) each Acuren Entity Each of the Partnership Entities has obtained and currently possesses all Environmental Permits required under Environmental Laws for the operation of their businesses, its operations and assetsas presently conducted, all such Environmental Permits are in full force and effect, and there are no appeal nor any other Action is Proceedings pending or, to the Knowledge of Seller, threatened that could reasonably be expected to result in the rescission, revocation or has been threatened to revoke material adverse modification of any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;. (iii) Except as set forth on Schedule 4.17(a), there are no Environmental Claim is pending or, to Acuren’s Knowledgethe Knowledge of Seller, threatened Proceedings against any Acuren Entity, or of the Partnership Entities under any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law;Laws. (iv) Except as set forth on Schedule 4.17(a), none of the Partnership Entities has entered into any consent decree or agreed Order pursuant to any Environmental Law, and none of the Partnership Entities is a party to any judgment, decree or judicial or administrative Order pursuant to any Environmental Law. (v) There has been no Release of any Hazardous Materials have not been released and are not present at, on, under, inMaterial into the Environment by the Partnership Entities, or about onto, beneath or from any property currently owned, leased or operated by any Partnership Entity, or to the Knowledge of the properties currently or Seller, any property formerly owned, leased or operated by any Acuren Partnership Entity in a quantity, manner or condition which would that could reasonably be expected to (i) require investigation, removal, result in any remedial or remediation by any Acuren Entity corrective action obligation on the part of the Partnership Entities under Environmental Laws or would otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed give rise to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with liability under applicable Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating Laws. Notwithstanding anything to the current or former properties or operations of any Acuren Entitycontrary contained elsewhere in this Agreement, this Section 4.17 contains Seller’s sole and exclusive representations and warranties with respect to environmental matters and Environmental Laws.

Environmental Matters. (a) Except as has not resultedThe business and operations of the Company and its Subsidiaries comply, and have complied since January 1, 2003, with all applicable Environmental Laws; the Company and its Subsidiaries have obtained all Governmental Permits relating to Environmental Laws necessary for the operation of their businesses; and all such Governmental Permits are in full force and effect and the Company and its Subsidiaries are in compliance with such permits, except, in the case of each of the foregoing, for such events as would not reasonably be expected to resultto, individually or in the aggregate, in an Acuren have a Material Adverse Effect: Effect on the Company. Neither the Company nor any of its Subsidiaries has received written notice of, or, to the knowledge of the Company, is subject to, any investigation by, order from or written claim by any Person (including any Governmental Entity or prior owner or operator of any of the Company Property) respecting (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations remedial action or (iii) impair any claim arising from the fair saleable value Release or threatened Release of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and Contaminant into the environment except as would not reasonably be expected to causeto, an Acuren individually or in the aggregate, have a Material Adverse Effect; (vi) there is no site to which Effect on the Company. Neither the Company nor any Acuren Entity of its Subsidiaries has transported been served with any pending judicial or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decreeadministrative proceeding, order, judgment or settlement or other agreement, or is subject to any judgment, decree, or order entered into a settlement alleging or other agreementaddressing a violation of or liability under any Environmental Law, except as would not reasonably be expected to, individually or in any judicialthe aggregate, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimhave a Material Adverse Effect on the Company. (b) Acuren Neither the Company nor any of its Subsidiaries has made available (i) reported a Release of a hazardous substance pursuant to NV5 complete and correct copies Section 103(a) of all Phase I and Phase II environmental CERCLA, or any state equivalent; (ii) filed a notice pursuant to Section 103(c) of CERCLA; or (iii) filed any notice under any applicable Environmental Law reporting a violation of any applicable Environmental Law. There is not now with respect to the operations of the Company or any of its Subsidiaries, nor to the knowledge of the Company has there ever been, on or in any Company Property: (A) any Release, (B) any treatment, recycling, disposal or storage, other than short term storage prior to removal by a licensed transporter for off-site assessments and other material written reportsdisposal, studiesof any hazardous waste, inspections and audits as that term is defined under RCRA or any state equivalent, or (C) any underground storage tank or surface impoundment or landfill or waste pile, except, in the possession case of each of the Acuren Entitiesforegoing, for such events which would not, individually or in each casethe aggregate, relating to have a Material Adverse Effect on the current Company. (c) There is not now on or former properties in any Company Property any polychlorinated biphenyls (PCB) used in the Company’s operations in pigments, hydraulic oils, electrical transformers or operations other equipment except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company. (d) For purposes of any Acuren Entity.this Section:

Environmental Matters. (a) Except as has not resulted, and for those matters that would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a WWE Material Adverse Effect: : (ia) each Acuren Entity isWWE and WWE Subsidiaries are, and since December 31January 1, 2021 has 2020, have been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a which compliance includes obtaining, maintaining or complying with all Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Authorizations required under Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businessesits business; (b) as of the date of this Agreement, operations and assets, all such there is no Legal Proceeding arising under any Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim Law that is pending or, to Acuren’s Knowledgethe knowledge of WWE, threatened in writing against WWE or any Acuren EntityWWE Subsidiary; (c) as of the date of this Agreement, neither WWE nor any WWE Subsidiary has received any written notice, report, or other information of or entered into any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimlegally binding agreement, and no Acuren Entity has contractually agreed to assume from any other Personorder, settlement, judgment, injunction, or indemnify decree involving uncompleted, outstanding, or unresolved violations, liabilities, or requirements on the part of WWE or any other WWE Subsidiary arising under Environmental Laws; (d) to the knowledge of WWE: (i) no Person forhas been exposed to any Hazardous Material at a property or facility of WWE or any WWE Subsidiary at levels in excess of applicable permissible exposure levels; and (ii) there is and has been no Hazardous Material present or Released on, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, inor from any property or facility, or about any of including the properties currently or formerly ownedOwned Real Property and the Leased Real Property, leased or operated by any Acuren Entity in a quantity, manner or condition which and concentration that would reasonably be expected to result in any claim against or liability of WWE or any WWE Subsidiary under any Environmental Law; and (ie) require investigationneither WWE nor any WWE Subsidiary has assumed, removalundertaken, or remediation by otherwise become subject to any Acuren Entity known liability of another Person arising under Environmental Laws other than any indemnity in WWE Material Contracts or otherwise give rise to Liability of any Acuren Entityother licenses, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored atleases, or transported sub-leases for real property. This Section 3.20 sets forth the sole and exclusive representations and warranties of WWE with respect to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any matters arising under Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. Except as set forth in Schedule 3.17: (a) Except as has The properties owned or operated by Holdings, the Borrower and the Subsidiaries (the "Properties") do not resultedcontain any Hazardous Materials in amounts or concentrations which (i) constitute, or constituted a violation of, (ii) require Remedial Action under, or (iii) could give rise to liability under, Environmental Laws, which violations, Remedial Actions and liabilities, in the aggregate, could reasonably be expected to result in a Material Adverse Effect; (b) The Properties and all operations of the Borrower and the Subsidiaries are in compliance, and, to the knowledge of Holdings, the Borrower and the Subsidiaries have, for the last five years, been in compliance, with all Environmental Laws and all necessary Environmental Permits have been obtained and are in effect (or applications for renewals have been submitted entitling Holdings, the Borrower, and would the Subsidiaries to a permit shield), except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, could not reasonably be expected to resultresult in a Material Adverse Effect; (c) There have been no Releases or threatened Releases by the Borrower or any Subsidiary or, individually to their knowledge, by any other party, at, from, under or proximate to the Properties or otherwise in connection with the operations of the Borrower or the Subsidiaries, which Releases or threatened Releases, in the aggregate, could reasonably be expected to result in an Acuren a Material Adverse Effect:; (id) each Acuren Entity isNone of Holdings, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity the Borrower or any of the Subsidiaries has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance notice of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no an Environmental Claim is pending orin connection with the Properties or the operations of the Borrower or the Subsidiaries or with regard to any person whose liabilities for environmental matters Holdings, to Acuren’s Knowledge, threatened against any Acuren Entity, the Borrower or any Person as to which an Acuren Entity the Subsidiaries has retained or assumed Liability for such Environmental Claim assumed, in whole or provided an indemnity for such Environmental Claimin part, and no Acuren Entity has contractually agreed or, by operation of law, which, in the aggregate, could reasonably be expected to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law;result in a Material Adverse Effect; and (ive) Hazardous Materials have not been released and are not present transported from the Properties by or on behalf of Holdings, the Borrower or any Subsidiary, nor have Hazardous Materials been generated, treated, stored or disposed of at, on, under, in, on or about under any of the properties currently or formerly owned, leased or operated by any Acuren Entity Properties in a quantity, manner or condition which would that could reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability liability to Holdings, the Borrower or the Subsidiaries under any Environmental Law, nor have the Borrower or the Subsidiaries retained or assumed any liability, contractually or by operation of any Acuren Entitylaw, (ii) interfere with any Acuren Entity’s continued operations respect to the generation, treatment, storage or (iii) impair the fair saleable value disposal of any property of an Acuren Entity; (v) all Hazardous Materials generatedMaterials, usedwhich transportation, treatedgeneration, handled treatment, storage or stored atdisposal, or transported to retained or fromassumed liabilities, any property currently owned or operated by any Acuren Entity have been properly storedin the aggregate, handled, recycled, re-used or disposed of in a manner that has not caused, and would not could reasonably be expected to cause, an Acuren result in a Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. Except as set forth on Section 3.14 of the Disclosure Schedules, each of Seller and Seller’s applicable Affiliates, in each case with respect to the Purchased Assets or the Acquired Stores, (a) Except as is in compliance in all respects with all applicable Environmental Laws and is not subject to any material liability under any Environmental Law; (b) has obtained, and is in compliance in all respects with, all Environmental Permits; (c) has not resultedreceived written notice of, and nor is a party to, any claim, demand or right relating to any Environmental Law or Remedial Action, in each case except as would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Material Adverse Effect: ; and (id) each Acuren Entity isthere are no events or circumstances, and since December 31including contamination, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about at any of the properties currently Owned Real Property or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which the real property subject to the Acquired Leases that would reasonably be expected to result in liability of Seller or any of its Affiliates (iwith respect to the Acquired Stores) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise relating to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generatedor any Environmental Laws, usedin each case except as would not, treatedindividually or in the aggregate, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a Material Adverse Effect; . Except as set forth on Section 3.14 of the Disclosure Schedules, there has been no environmental investigation, study, audit, test, review or other analysis conducted within the past three (vi3) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials years that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed documents conditions giving rise to any consent decree, order, material Environmental Liability in connection with any property or settlement facility leased by Seller in connection with the Acquired Stores or other agreement, or is subject to any judgment, decree, or order or other agreement, the Distribution Center. The representations and warranties contained in any judicial, administrative, arbitral, or other forum for dispute resolution, relating this Section 3.14 are the only representations and warranties being made with respect to compliance with or liability under Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reportsLaws, studiesincluding natural resources, inspections and audits in the possession of the Acuren Entities, in each case, relating related to the current Acquired Stores, the Purchased Assets or former properties Seller’s ownership or operations of any Acuren Entityoperation thereof.

Environmental Matters. (ai) Except as disclosed in Section 3.01(m) of the Disclosure Schedule: (A) IXnet and its subsidiaries including their predecessors and their properties (I) are in compliance in all material respects with all applicable Environmental Laws; (II) hold all material Environmental Permits (each of which is in full force and effect) required for any of their current or intended operations or for any property owned, leased, or otherwise operated by any of them; (III) are in compliance in all material respects with all of their Environmental Permits; and (IV) reasonably believe that: each of their Environmental Permits will be timely renewed and complied with, without material expense; any additional Environmental Permits that may be required of any of them will be timely obtained and complied with, without material expense; and compliance with any Environmental Law that is or is expected to become applicable to any of them will be timely attained and maintained, without material expense; (B) None of IXnet and its subsidiaries has not resultedreceived any Environmental Claim, and none of IXnet and its subsidiaries is aware, after reasonable inquiry, of any threatened Environmental Claim or of any circumstances, conditions or events that would not reasonably be expected to resultgive rise to an Environmental Claim, against IXnet or any of its subsidiaries, in each case that, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of have an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren IXnet Material Adverse Effect; (viC) there is no site to which any Acuren Entity has transported or arranged for the transport None of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity IXnet and its subsidiaries has entered into or agreed to any consent decreedecree or order under any Environmental Law, order, or settlement or other agreement, or and none of IXnet and its subsidiaries is subject to any judgment, decree, decree or order or other agreement, in of any judicial, administrative, arbitral, or other forum for dispute resolution, governmental authority relating to compliance with any Environmental Law or to investigation, cleanup, remediation or removal of regulated substances under any Environmental Law; (D) There are no (I) underground storage tanks, (II) polychlorinated biphenyls, (III) asbestos or asbestos-containing materials or (IV) Hazardous Materials present at any facility currently or, to the knowledge of IXnet, formerly owned, leased or operated by IXnet or any of its subsidiaries that would reasonably be expected to give rise to material liability of IXnet or any of its subsidiaries under any Environmental Laws; (E) There are no past (including, to the knowledge of IXnet, with respect to assets or businesses formerly owned, leased or operated by IXnet or any of its subsidiaries) or present actions, activities, events, conditions or circumstances, including the release, threatened release, emission, discharge, generation, treatment, storage or disposal of Hazardous Materials, that would reasonably be expected to give rise to material liability of IXnet or any of its subsidiaries under any Environmental Laws or any Liability for an contract or agreement; and (F) To the knowledge of IXnet, none of IXnet and its subsidiaries has assumed or retained, by contract or operation of law, any material liabilities of any kind, fixed or contingent, under any Environmental Law or with respect to any Hazardous Material or Environmental Claim. (bii) Acuren The items on Section 3.01(m) of the Disclosure Schedule, individually and in the aggregate, would not reasonably be expected to have an IXnet Material Adverse Effect. (iii) IXnet has provided or made available to NV5 Parent and GC Merger Sub true and complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits Environmental Reports in the its possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitycontrol.

Environmental Matters. (a) Except as has not resultedAll above ground or underground storage tanks containing Hazardous Substances that are or have been located on any property owned, leased or operated by the Borrower or any Subsidiary have been and would are being maintained in compliance with Environmental Laws, except for such noncompliance that could not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect:. (ib) each Acuren Entity isAny property owned, leased or operated by the Borrower or any Subsidiary that is or has been used for the storage. Disposal or treatment of any Hazardous Substance, is being so used in compliance with Environmental Laws, except for such noncompliance that could not reasonably be expected to have a Material Adverse Effect. (c) No unpermitted Release of a Hazardous Substance has occurred or is threatened on, at, from or near any property owned, leased or operated by the Borrower or any Subsidiary, except where such unpermitted Release does not have, and since December 31could not reasonably be expected to have, 2021 has beena Material Adverse Effect. (d) Neither the Borrower nor any Subsidiary is subject to any existing, pending or threatened suit or claim, notice of material violation or any investigation under any Environmental Law, that in any such case could reasonably be expected to result in a Material Adverse Effect. (e) The Borrower and each Subsidiary are in compliance with all applicable Environmental Laws, except where noncompliance does not have, and no Acuren Entity has received any written communication (whether from could not be reasonably expected to have, a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved;Material Adverse Effect. (iif) each Acuren Entity has obtained all All Environmental Permits required for the operation of their businesses, operations have been obtained and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened except where the failure to revoke any obtain such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;Permit is not likely to have a Material Adverse Effect. (iiig) Except as disclosed in the Stock Purchase Agreement, there are no Environmental Claim is pending oragreements, consent orders, decrees, judgment, license or permit conditions or other orders or directives of any federal, state or local court, governmental agency or authority relating to Acuren’s Knowledgethe past, threatened against present or future ownership, use, operation, sale, transfer or conveyance of any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly property owned, leased or operated by the Borrower or any Acuren Entity Subsidiary which required any material change in a quantitycondition or any work, manner or condition which would reasonably be expected to (i) require repairs, construction, containment, clean up, investigation, removalstudy, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement removal or other agreement, remedial action or is subject material capital expenditures with respect to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimsuch property. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and for those matters that would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Material Adverse Effect: , (i) each Acuren Sale Entity isis now and has at all times in the past five (5) years been in compliance with applicable Environmental Laws, (ii) no Sale Entity, or to Seller’s Knowledge any other Person, has Released any Hazardous Substances at any properties owned or operated by it that are currently not in compliance with, or any other property that requires remediation by any Sale Entity under, applicable Environmental Laws, (iii) no Sale Entity has received any written notices of any violation of or liability relating to Environmental Laws relating to its operations or properties that remain unresolved, and since December 31(iv) there are no Actions or investigations pending or, 2021 to Seller’s Knowledge, threatened against any Sale Entity relating to its non-compliance with or liability under, applicable Environmental Laws. (b) Each Sale Entity has beenall Permits required under applicable Environmental Laws (the “Environmental Permits”) to own, lease, and operate its properties and assets and to conduct its business as currently conducted, except where the failure to obtain the same would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. (c) Except as would not reasonably be expected to have a Material Adverse Effect, with respect to the Sale Entities (i) each Environmental Permit is in full force and effect in accordance with its terms, (ii) no outstanding written notice of revocation, modification, cancellation or termination of any Environmental Permit has been received by Seller or the Sale Entities, (iii) there are no Actions pending or, to Seller’s Knowledge, threatened that seek the revocation, cancellation or termination of any Environmental Permit, and (iv) the Sale Entities are in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimPermits. (bd) Acuren has made available to NV5 complete This Section 3.11 constitutes the sole and correct copies exclusive representation and warranty of Seller regarding environmental matters, including, without limitation, all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitymatters arising under Environmental Laws.

Environmental Matters. (a) Except as has not resultedset forth in Schedule 4.01(w): (A) the Sellers, with respect to the Business, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity isPurchased Entities have secured, and since December 31are in material compliance with, 2021 has beenall material Environmental Permits, all of which Environmental Permits are freely transferable under the circumstances of the transactions contemplated hereby, and the Sellers, with respect to the Business, and the Purchased Entities are in material compliance with all applicable Environmental Laws; (B) none of Parent, and no Acuren Entity Sellers or their respective Affiliates has received any written communication (whether from a any Governmental AuthorityEntity that alleges that any of the Sellers, citizens group with respect to the Business, or other third party) alleging any of the non-Purchased Entities is not in compliance of in any Acuren Entity material respect with applicable any Environmental Laws or Environmental Permits, except with respect to matters that remains unresolvedhave been fully and finally resolved; (iiC) each Acuren Entity has obtained all Environmental Permits required for the operation of their businessesSellers, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened with respect to revoke any such Environmental Permitthe Business, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials the Purchased Entities have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, currently effective court decree or order, or settlement or other agreementand the Sellers, or is with respect to the Business, and the Purchased Entities are not subject to any currently effective judgment, decree, decree or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with any Environmental Law or to investigation or cleanup of a Hazardous Substance under any Environmental Law; (D) no Lien has been attached, asserted, or to the best knowledge of Parent or any Seller, threatened to or against the Acquired Assets or any real or personal property of any of the Purchased Entities pursuant to any Environmental Law; (E) there has been no treatment, storage, disposal or release of any Hazardous Substance on the Real Property or any property owned, operated or leased by the Purchased Entities that could reasonably be expected to lead to material liability; (F) with respect to the Business, neither Parent, Sellers, the Purchased Entities nor any of their respective Affiliates has received a CERCLA 104(e) information request or has been named a potentially responsible party for any National Priorities List site under CERCLA or any site under analogous state law or received an analogous notice or request from any non- U.S. Governmental Entity, which notice, request or any resulting inquiry or litigation has not been fully and finally resolved without possibility of reopening; (G) there are no aboveground tanks in excess of 400 gallons capacity or underground storage tanks on, under or about the Real Property or any property owned, operated or leased by the Purchased Entities and any former aboveground or underground tanks on such property have been removed in accordance with all Environmental Laws and no residual contamination, if any, remains at such sites in excess of applicable standards; (H) there are no polychlorinated biphenyls ("PCBs") leaking from any article, container or equipment on, under or about the Real Property or any Liability for an property owned, operated or leased by the Purchased Entities, there are no such articles, containers or equipment containing PCBs with a capacity in excess of two pounds and there is no asbestos containing material in a condition or location currently constituting a violation of any Environmental Claim.Law at, on, under or within such properties; and (bI) Acuren has made available Parent and Sellers have provided to NV5 Purchaser true and complete and correct copies copies, or access to, of all Phase I written environmental assessment materials and Phase II environmental site assessments reports in their possession that have been prepared by or on behalf of Parent and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating Sellers with respect to the current or former properties or operations of any Acuren EntityBusiness, the Acquired Assets and the Purchased Entities during the past five years.

Environmental Matters. (a) Schedule 4.18(a) sets forth a list of all Permits that are currently required pursuant to Environmental Law for the Company to conduct its operations in the manner in which they are presently conducted (collectively, “Company Environmental Permits”). (b) Except as has not resulted, and described in Schedule 4.18(b) or as would not reasonably be expected to resultnot, individually or in the aggregate, reasonably be expected to result in an Acuren a Material Adverse Effect: (i) each Acuren Entity the Company is, and to the knowledge of Sellers, has been since December 31January 1, 2021 has been2015, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren no Governmental Entity has obtained notified in writing the Company of a pending investigation or an intention to conduct an investigation with respect to any violation of Environmental Laws; (iii) there is no Proceeding pending or, to the knowledge of Sellers, threatened against the Company by any Governmental Entity with respect to any violation of Environmental Laws; (iv) to the knowledge of Sellers, no Release has occurred at or from any Owned Real Property and no Hazardous Substances are present in, on, or under the Owned Real Property for which the Company would reasonably be expected to be required, pursuant to Environmental Law, to conduct any cleanup or other response action; (v) to the knowledge of Sellers, the Company has not received any written notice, or request for information regarding any liability under Environmental Laws with regard to the presence of Hazardous Substances at any Owned Real Property or at any third-party facility at which the Company disposed of, arranged for or permitted the disposal of, any Hazardous Substances; and (vi) (A) the Company is, and to the knowledge of Sellers, has been since January 1, 2015, in compliance with all Company Environmental Permits required for the operation of their businessesPermits, operations and assets, (B) all such Company Environmental Permits are in full force and effect, (C) to the knowledge of Sellers, no appeal nor event has occurred or other fact exists with respect to the Company Environmental Permits that allows, or after notice or lapse of time or both would allow, revocation or termination of any other Action of the Company Environmental Permits and (D) there is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is not pending or, to Acuren’s Knowledgethe knowledge of Sellers, threatened against any Acuren Entitythreatened, a Proceeding that challenges or questions the validity of or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any rights of the properties currently or formerly owned, leased or operated by holder under any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Company Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimPermit. (bc) Acuren has Notwithstanding any other provision of this Agreement to the contrary, the representations and warranties made available to NV5 complete in this Section 4.18 and correct copies of all Phase I Section 4.11 contain the sole and Phase II environmental site assessments exclusive representations and other material written reports, studies, inspections and audits in the possession warranties of the Acuren Entities, in each case, Company relating to the current or former properties or operations of any Acuren EntityEnvironmental Laws and environmental matters.

Environmental Matters. (a) Except as has not resulteddisclosed in Schedule 5.18 hereto, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) the Company and each Acuren Entity isof its Subsidiaries are and at all times during the past three (3) years have been in material compliance with, and since December 31have no liability under, 2021 has been, in compliance with any and all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained the Company and its Subsidiaries are in material compliance with all of their Permits issued under Environmental Laws (“Environmental Permits”), and (iii) all instances of past noncompliance have been cured, settled, and resolved in all material respects. (b) Except as disclosed in Schedule 5.18 hereto, all material Environmental Permits required for the lawful ownership and operation of their businesseseach Company Property have been obtained as of the date hereof by or on behalf of the Company or any Subsidiaries, operations and assets, all such Environmental Permits are remain in full force and effect, and there are no appeal nor pending Legal Proceedings by any other Action is pending Governmental Body that would reasonably be expected to result in the termination, revocation, or has been threatened to revoke adverse modification of any such Environmental Permit. (c) Except as disclosed in Schedule 5.18 hereto, neither the Company nor any of its Subsidiaries, with respect to any Company Property, has (i) received any written request for information, or been notified in writing that it is a potentially responsible party, under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any similar Environmental Law (whether in the United States, China, or elsewhere), or (ii) been notified in writing that any such Company Property has been or is proposed for listing on any list of sites requiring investigation or cleanup. (d) Except as disclosed in Schedule 5.18 hereto, neither the Company nor any of its Subsidiaries has received any written notice of any violation or alleged violation of any Environmental Law. (e) Except as disclosed in Schedule 5.18 hereto, there are no outstanding Orders to which the Company or its Subsidiaries are a party, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) there are no Environmental Claim is pending Legal Proceedings or, to Acuren’s Knowledgethe Knowledge of the Company, threatened against any Acuren Entityinvestigations to which the Company or its Subsidiaries are a party that are pending or threatened, relating to the compliance of the Company with, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person forthe liability of the Company under, any Liabilities arising pursuant to Environmental Law;Laws. (ivf) Hazardous Materials have not been released and are not present atExcept as disclosed in Schedule 5.18 hereto, (i) there is no Substance that poses or would reasonably be expected to pose a material risk to the Environment on, under, in, at or about under any of the properties currently Company Property or any real property formerly owned, leased or operated by the Company or any Acuren Entity of its Subsidiaries, and (ii) there has heretofore been no Release of any such Substance on, at or under any Company Property, in either case in an amount and of a quantity, manner or condition nature which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise result in material liability to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws Company or any Liability for an Environmental Claimof its Subsidiaries. (bg) Acuren has made available Neither the Company nor any Subsidiaries is party to NV5 complete any Contract pursuant to which it is obligated to indemnify any other person with respect to, or be responsible for any liability pursuant to or violation of, Environmental Law. (h) The Company and the Sellers have provided Purchaser with true and correct copies of all environmental assessment reports (such as Phase I and or Phase II reports) and any other environmental site assessments and other material written reports, studies, inspections and audits studies in the possession of the Acuren EntitiesCompany, in each case, its Subsidiaries or any Seller relating to the current any Company Property or former properties or operations any Handling of any Acuren EntitySubstances.

Environmental Matters. Except as disclosed in Schedule 2.15: (a) The ownership, use and operation by the Seller of the Business, the Systems and the Purchased Assets are and for the past five (5) years have been in material compliance with all Environmental Laws, and there are no Environmental Actions pending, or to the Knowledge of the Seller, threatened in writing against the Seller alleging failure to so comply or alleging any Liability under Environmental Law. (b) The Seller has obtained all Environmental Permits required to own and operate the Business, the Systems and the Purchased Assets, such Environmental Permits are valid and in effect and the Seller is and for the past five (5) years has been in material compliance with such Environmental Permits. (c) In connection with the Business, the Systems and the Purchased Assets, the Seller has not been notified in writing by the United State Environmental Protection Agency (the “EPA”), similar state Governmental or Regulatory Authority, or other third party that the Seller is liable under Environmental Law or is a potentially responsible party under CERCLA or any similar or analogous state law. (d) No landfill, surface impoundment, disposal area, underground storage tank, groundwater monitoring well, or production water well is present or, to the Knowledge of the Seller, was installed at the Real Property in connection with the operation of the Business, the Systems or any Purchased Assets or, to the Knowledge of the Seller, has ever been present at the Real Property. Except as has not resulted, and would not reasonably be expected to resultgive rise to a material violation of or material Liability under Environmental Law, individually or in the aggregate, in an Acuren Material Adverse Effect: Seller has not (i) each Acuren Entity istreated, stored, disposed of, arranged for the disposal of, transported, handled, generated, exposed any Person to, or Released any Hazardous Material, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for to the operation Knowledge of their businessesthe Seller, operations and assetsthere have been no Releases or disposal of Hazardous Material by any third party, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of under the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimReal Property. (be) Acuren The Seller has made available delivered to NV5 the Purchaser accurate and complete and correct copies of all Phase I Environmental Permits and Phase II final environmental site assessments and other material written reports, studies, inspections investigations and audits in the possession of the Acuren Entities, in each case, relating to the current Business, the Systems, or former properties or operations of any Acuren Entitythe Purchased Assets prepared in the past three (3) years.

Environmental Matters. (a) Except as disclosed on Schedule 5.8.(a), Seller has not resultedreceived, and would not reasonably be expected to resulton or after the Effective Date, individually or in the aggregate, in an Acuren Material Adverse Effect: any written notice (ithat remains outstanding) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all of violation of any applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity Law with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened respect to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently DF Manufacturing Business or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner Acquired Assets that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimremain outstanding. (b) Acuren Except as disclosed on Schedule 5.8.(b), to the Knowledge of Seller, there are no Liens or any special orders or consent decrees of any nature whatsoever arising under or pursuant to any Environmental Law with respect to or affecting any of the DF Manufacturing Business or the Acquired Assets. (c) Buyer acknowledges that, in addition to Seller’s representations and warranties set forth in Article V of the Agreement, Buyer has made available entered into this Agreement with the intention of making and relying upon its own investigation or that of third parties with respect to NV5 complete the environmental and correct copies legal condition of the DF Manufacturing Business. Buyer further acknowledges that it has not received from or on behalf of Seller any accounting, tax, legal, architectural, engineering, property management or other advice with respect to the Transaction and is relying solely upon the advice of third party accounting, tax, legal, architectural, engineering, property and operations management and other advisors. Subject to the provisions of this Agreement, Buyer shall purchase the DF Manufacturing Business in its “AS IS” condition and “WITH ALL FAULTS” on the Closing Date and without any other representations and warranties (express, implied or assumed), except those set forth in Article V of the Agreement. The provision of this Section 5.8.(c) shall survive the termination of this Agreement and the Closing. (d) Seller has supplied to Buyer a copy of all Phase I environmental reports in its possession related to the DF Manufacturing Business and Phase II such other environmental site assessments information related to same that Seller has available in Schedule 5.8.(a) and other material 5.8.(b) and Buyer acknowledges that it is aware of its contents. (e) Seller has not received written reportsnotice (that remains outstanding) pertaining to any prohibitions, studiesinjunctions, inspections and audits in restrictions or limitations of any nature whatsoever on the possession free use or disposal of the Acuren EntitiesAcquired Assets arising from their environmental situation. (f) Except as provided in this Section 5.8, Seller is providing no other representations or warranties in each case, relating respect to the current or former properties or operations of any Acuren Entityenvironmental matters.

Environmental Matters. (a) Except as has not resulted, and set forth in Section 3.9 of the Company Disclosure Letter: (i) except as would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Company Material Adverse Effect: , (iA) since January 1, 2020, each Acuren Entity is, Caravelle Company has materially complied with and since December 31, 2021 has been, is currently in material compliance with the provisions of all applicable Environmental Laws; and (B) the Leased Real Property is in material compliance with the provisions of all applicable Environmental Laws, and no Acuren Entity has received to the extent any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolvedCaravelle Company is responsible for such compliance; (ii) each Acuren Entity has obtained Caravelle Company possesses all material Environmental Permits that are required for the operation of the business as presently operated and for the ownership and use of their businesses, operations assets (including the Leased Real Property) as presently owned and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported except where the failure to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and obtain the same would not reasonably be expected to cause, an Acuren have a Company Material Adverse Effect; (vi) there is no site , and such material Environmental Permits are in good standing and in full force and effect. Prior to which any Acuren Entity has transported or arranged for the transport date of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decreethis Agreement, ordertrue, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I currently in force material Environmental Permits issued to any Caravelle Company have been made available to Purchaser; (iii) to the knowledge of the Company, no Hazardous Materials have been discharged, disbursed, released, stored, treated, generated, disposed of or allowed to escape in each case by any Caravelle Company on, in, under, or from the Leased Real Property except in compliance with all Environmental Laws and Phase II environmental site assessments Environmental Permits, and other except as would not reasonably be expected to required investigation or result in the incurrence of material liability ; (iv) No Caravelle Company has received written notice from any Governmental Authority of any material violations of applicable Environmental Laws or any material violations concerning any Hazardous Materials; (v) the Company has made available to SPAC all: (i) copies of all material reports, studies, inspections analyses or tests, and audits any results of monitoring programs, in the possession or control of the Acuren EntitiesCompany, in each case, relating or any Caravelle Company within the last five (5) years pertaining to the current generation, storage, use, handling, transportation, treatment, emission, spillage, disposal, release or former properties removal of Hazardous Materials by any Caravelle Company at, in, on or operations under the Leased Real Property; and (ii) a copy of any Acuren Entity.environmental investigation or assessment of the Leased Real Property conducted by the Company or any Caravelle Company or any environmental consultant engaged by either of them within the past two (2) years; and

Environmental Matters. (a) Except as has not resultedset forth in Schedule 5.10(a) or disclosed in the Filed Seller SEC Documents, Seller holds, and is in compliance with all Environmental Permits required for Seller to conduct the business and operations of the Auctioned Assets as currently conducted under applicable Environmental Laws, and, to the Knowledge of Seller, Seller is otherwise in current compliance with all applicable Environmental Laws on the date hereof with respect to the business and operations of the Auctioned Assets, except for such failures to hold or comply with such Environmental Permits, or such failures to be in compliance with such applicable Environmental Laws on the date hereof, which would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren create a Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits Except as set forth in Schedule 5.10(b) or disclosed in the possession Filed Seller SEC Documents, Seller has not received any written notice of a violation of any Environmental Law, or been notified that it is a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation, and Liability Act or any similar state law with respect to any real property included in the Buyer Real Estate or any Off-Site location, except for such matters under such Environmental Laws as would not, individually or in the aggregate, create a Material Adverse Effect. (c) To the Knowledge of Seller, no Release of Hazardous Substances has occurred at, from, in, on, or under the real property included in the Buyer Real Estate that has given, or could give rise to Environmental Liabilities under Environmental Laws, except for such Environmental Liabilities which (i) are disclosed in the environmental reports set forth on Schedule 5.10(c) attached hereto, or (ii) would not, individually or in the aggregate, have a Material Adverse Effect. For purposes of the Acuren Entitiesrepresentations and warranties made in this Article V, the Seller specifically disclaims any representations and warranties with respect to standards of performance for new stationary sources promulgated under Section 111 of the Federal Clean Air Act, 42 U.S.C. Section 7411. The representations and warranties made in each case, this Section 5.10 are the exclusive representations and warranties of the Seller relating to environmental matters as of the current or former properties or operations of any Acuren Entitydate hereof.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected set forth in Schedule 3.17 or except with respect to resultany matters that, individually or in the aggregate, could not reasonably be expected to result in an Acuren a Material Adverse Effect, none of the Borrower or any of the Subsidiaries: (i) each Acuren Entity ishas failed to comply with any Environmental Law or to take all actions necessary to obtain, maintain, renew and since December 31comply with any permit, 2021 has beenlicense, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group registration or other third party) alleging the non-compliance of any Acuren Entity with applicable approval required under Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation become a party to any administrative or judicial proceeding, or possesses knowledge of their businesses, operations and assets, all any such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or proceeding that has been threatened to revoke threatened, that could result in the termination, revocation or modification of any such permit, license, registration or other approval required under Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitLaw; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, possesses knowledge that the Borrower or any Person as of the Subsidiaries has become subject to which an Acuren Entity has retained or assumed any Environmental Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed on any Mortgaged Property (A) is subject to assume from any other Person, or indemnify any other Person for, any Liabilities arising Lien imposed pursuant to Environmental LawLaw or (B) contains Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in any Environmental Liability; (iv) Hazardous Materials has received written notice of any claim or threatened claim, with respect to any Environmental Liability other than those which have not been released fully and are not present at, on, under, in, finally resolved and for which no obligations remain outstanding; or (v) possesses knowledge of any facts or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would circumstances that could reasonably be expected to (i) require investigation, removal, result in any Environmental Liability or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not could reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported materially interfere with or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to prevent continued material compliance with Environmental Laws in effect as of the Closing Date and the date of each Credit Event by the Borrower or any Liability for an Environmental Claimthe Subsidiaries. (b) Acuren Since the Closing Date, there has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits been no change in the possession status of the Acuren Entitiesmatters disclosed on Schedule 3.17 that, individually or in each casethe aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The representations and warranties in this Section 3.17 are the sole representations and warranties in any Loan Document with respect to environmental matters, including those relating to the current Environmental Law or former properties or operations of any Acuren EntityHazardous Materials.

Environmental Matters. (a) Except as otherwise disclosed in Section 4.01(w) of the Buyer Disclosure Schedule: (i) Buyer and the Buyer Subsidiaries, to the knowledge of Buyer and Buyer Sub, are and since January 1, 2015 have been in compliance in all material respects with applicable Environmental Laws and, to the knowledge of Buyer, neither Buyer nor any Buyer Subsidiary has engaged in any activity in violation of any applicable Environmental Law, except for failures to be in compliance that, individually or in the aggregate, have not resulted, had and would not reasonably be expected to resulthave a material adverse effect on Buyer; (ii)(A) no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or, to the knowledge of Buyer, have been threatened in connection with any of Buyer’s or any Buyer Subsidiary’s activities and any Buyer Real Properties or improvements thereon with respect to compliance with applicable Environmental Laws, and (B) to the knowledge of Buyer, no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or threatened with respect to compliance with Environmental Laws in connection with any real properties on which any Buyer Subsidiary has foreclosed and taken ownership (hereinafter referred to as the “Buyer Subsidiary Other Real Estate Owned”); (iii) no claims are pending or, to the knowledge of Buyer, threatened, by any third party against Buyer, any Buyer Subsidiary or with respect to the Buyer Real Properties or improvements thereon or, to the knowledge of Buyer, the Buyer Subsidiary Other Real Estate Owned or improvements thereon, relating to damage, contribution, cost recovery, compensation, loss, injunctive relief, remediation or injury resulting from any Hazardous Substance (that have not been resolved to the satisfaction of the involved parties and that have had or are reasonably expected to have a material adverse effect on Buyer or any Buyer Subsidiary; (iv) to the knowledge of Buyer, no Hazardous Substances have been integrated into the Buyer Real Properties or improvements thereon or any component thereof, or the Buyer Subsidiary Other Real Estate Owned or improvements thereon or any component thereof, in such manner or quantity as, under current conditions, may reasonably be expected to pose a threat to human health or the value of the real property and improvements, except for threats that, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, had and would not reasonably be expected to causehave a material adverse effect on Seller; and (v) neither Buyer nor Buyer Sub has knowledge that (A) any of the Buyer Real Properties or improvements thereon, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity or the Buyer Subsidiary Other Real Estate Owned or improvements thereon, has transported or arranged been used for the transport treatment, storage or disposal of Hazardous Materials that is the subject Substances in material violation of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with applicable Environmental Laws or has been contaminated by Hazardous Substances in a manner or extent that would require investigation or remediation under any Liability for an applicable Environmental Claim. Law, (bB) Acuren has made available to NV5 complete and correct copies any of all Phase I and Phase II environmental site assessments and the business operations of Buyer or any Buyer Subsidiary have contaminated lands, waters or other material written reportsproperty of others with Hazardous Substances in a manner or extent that would require investigation or remediation under any applicable Environmental Law, studiesor (C) any of the Buyer Real Properties or improvements thereon, inspections and audits or the Buyer Subsidiary Other Real Estate Owned or improvements thereon, have in the possession of the Acuren Entitiespast or presently contain petroleum or chemical underground storage tanks, in each case, relating asbestos-containing materials or PCB-containing materials or equipment that would reasonably be expected to the current or former properties or operations of any Acuren Entityhave a material adverse effect on Buyer.

Environmental Matters. Except as set forth in Section 4.17 of the Buyer Disclosure Schedule: (a) Except To the best of Buyer's knowledge, each of Buyer, its Subsidiaries, the Participation Facilities and the Loan Properties (each as has not resultedhereinafter defined) are, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has have been, in compliance with all applicable Environmental Laws, except for violations which, either individually or in the aggregate, have not had and no Acuren Entity has received any written communication (whether from cannot reasonably be expected to have a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolvedMaterial Adverse Effect on Buyer; (iib) each Acuren Entity has obtained all Environmental Permits required for the operation of their businessesThere is no suit, operations and assetsclaim, all such Environmental Permits are in full force and effectaction or proceeding, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledgethe best of Buyer's knowledge, threatened, before any Governmental Entity or other forum in which Buyer any of its Subsidiaries, any Participation Facility or any Loan Property, has been or, with respect to threatened proceedings, may be, named as a defendant (x) for alleged noncompliance (including by any predecessor), with any Environmental Laws, or (y) relating to the release, threatened against any Acuren Entity, release or any Person as exposure to which an Acuren Entity has retained Hazardous Material whether or assumed Liability for such Environmental Claim not occurring at or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly on a site owned, leased or operated by Buyer or any Acuren Entity in a quantityof its Subsidiaries, manner any Participation Facility or condition which would any Loan Property, except where such noncompliance or release has not had, and cannot be reasonably be expected to (i) require investigationresult in, removaleither individually or in the aggregate, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entitya Material Adverse Effect on Buyer; (vc) all During the period or, to the best knowledge of Buyer, prior to the period of (x) Buyer's or any of its Subsidiaries' ownership or operation of any of their respective current properties, (y) Buyer's or any of its Subsidiaries' participation in the management of any Participation Facility, or (z) Buyer's or any of its Subsidiaries' holding of a security interest in a Loan Property, there has been no release of Hazardous Materials generatedin, usedon, treatedunder or affecting any such property, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that except where such release has not caused, had and would cannot reasonably be expected to causeresult in, an Acuren either individually or in the aggregate, a Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental ClaimEffect on Buyer; and (viid) no Acuren Entity has entered into or agreed to The following definitions apply for purposes of this Section 4.17: (x) "Loan Property" means any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, property in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws which Buyer or any Liability for an Environmental Claim. of its Subsidiaries holds a security interest, and, where required by the context, said term means the owner or operator of such property; and (by) Acuren has made available to NV5 complete and correct copies "Participation Facility" means any facility in which Buyer or any of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits its Subsidiaries participates in the possession management and, where required by the context, said term means the owner or operator of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitysuch property.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren have a Company Material Adverse Effect: , to the knowledge of the Company, the Company (i) each Acuren Entity is, and at all times since December 31February 16, 2021 2012 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained or has made timely applications for or is in the process of obtaining and has maintained and is in compliance with all Environmental Permits Authorizations required for the operation of their businessesits business as currently conducted, operations and assets, all (iii) and such Environmental Permits Authorizations are in full force and effect, effect and there is no appeal nor any other Action is pending or has been threatened to revoke suspend, modify, cancel, revoke, remove or withdraw any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimAuthorization. (b) Acuren has made available None of the Company’s assets are subject to NV5 complete any material Lien imposed by or arising under any Environmental Law, and correct copies there is no Action pending or, to the knowledge of all Phase I and Phase II environmental site assessments and other the Company, threatened for imposition of any such material written reportsLien. (c) Except as would not, studies, inspections and audits individually or in the possession aggregate, have a Company Material Adverse Effect, there is no Action arising under Environmental Laws pending against the Company nor, to the knowledge of the Acuren EntitiesCompany, is any such Action threatened that could give rise to Environmental Liability, and no Injunction or judgment has been issued against the Company under Environmental Laws. (d) Except as would not, individually or in each casethe aggregate, relating have a Company Material Adverse Effect, to the current knowledge of the Company, the Company has not (except as permitted pursuant to an Environmental Authorization) Released any Hazardous Substances that require any Response under Environmental Law. (e) Except for transfer or former properties reissuance of Environmental Authorizations necessary to operate the Company’s business, the Transactions do not require the pre-Closing consent or operations pre-approval of any Acuren EntityEnvironmental Authority regarding Environmental Laws or Environmental Authorizations. (f) It is agreed and understood that no representation or warranty is made in respect of environmental matters, Environmental Laws or Hazardous Substances in any Section of this Agreement other than this Section 3.12.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultas, individually or in the aggregate, in an Acuren would not reasonably be expected to have a REIT III Material Adverse Effect: : (i) each Acuren Entity isno written notification, demand, directive, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been asserted or assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of REIT III, is threatened relating to any of the REIT III Parties, any of the REIT III Subsidiaries or any of their respective properties, and since December 31relating to or arising out of any Environmental Law, 2021 has any Environmental Permit or Hazardous Substance; (ii) the REIT III Parties, the other REIT III Subsidiaries and their respective properties are and have been, in compliance with all Environmental Laws and all applicable Environmental Laws, and no Acuren Entity has received any written communication Permits; (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (iiiii) each Acuren Entity has obtained of the REIT III Parties and each other REIT III Subsidiary is in possession of all Environmental Permits required necessary for REIT III and each REIT III Subsidiary to own, lease and, to the operation extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of their businessesthe date hereof, operations and assets, all such Environmental Permits are valid and in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied effect with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending ornecessary applications for renewal thereof having been timely filed, except where the failure to Acuren’s Knowledge, threatened against any Acuren Entitybe in possession of, or any Person as the failure to which an Acuren Entity has retained be valid or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimin full force and effect of, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently Environmental Permits, individually or formerly ownedin the aggregate, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a REIT III Material Adverse Effect; ; (iv) any and all Hazardous Substances disposed of by REIT III and each REIT III Subsidiary was done so in accordance with all applicable Environmental Laws and Environmental Permits; (v) REIT III Parties, any of the REIT III Subsidiaries 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) there are no liabilities or obligations (and no asserted liability or obligations) of the REIT III Parties or any of the other REIT III Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) and there is no site condition, situation or set of circumstances that would reasonably be expected to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, result in any judicial, administrative, arbitral, such liability or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimobligation. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Material Adverse Effect: , (i) each Acuren Entity the Seller is, and since December 31July 22, 2021 2009 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; applicable to the Transferred Assets or the Business; (ii) each Acuren Entity the Seller has obtained and complied with all Environmental Permits required to be obtained under Environmental Laws for the conduct or operation of their businessesthe Business and the ownership or use of the Transferred Assets and, operations to the Knowledge of the Seller, assuming that all necessary fees are paid and assetsfilings are made, all none of such Environmental Permits are in full force and effectwill be revoked prior to its expiration, no appeal nor any other Action is pending will be modified or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; will not be renewed; (iii) there are no Actions pursuant to any Environmental Claim is Law pending or, to Acuren’s Knowledgethe Knowledge of the Seller, threatened threatened, against any Acuren Entity, the Seller in connection with the conduct or any Person as to which an Acuren Entity has retained operation of the Business or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, the Transferred Assets; and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) to the Knowledge of Seller, there has been no Release or presence of or exposure to any Hazardous Materials have not been released and are not present at, in, on, underunder or migrating to or from the Transferred Assets, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which that would reasonably be expected to (i) require investigationresult in liability or a requirement for notification, removal, investigation or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaw. (b) Acuren The Seller has made available to NV5 produced true and complete and correct copies of all Phase I and Phase II environmental site assessments and other material written non-proprietary audits, data, reports, studies, inspections and audits investigations or other materials conducted in respect or of concerning the environmental condition of the Owned Real Property or Leased Real Property that are in the possession Seller’s possession, custody or control. (c) For purposes of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.this Agreement:

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity isThe operations of the Buyer have been and, and since December 31as of the Closing Date, 2021 has been, will be in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; ; (ii) each Acuren Entity the Buyer has obtained obtained, currently maintains and, as of the Closing Date, will have all Environmental Permits required for the operation of their businesses, operations and assets, its operations; all such Environmental Permits are and, as of the Closing Date, will be, in full force and effecteffect and in good standing; there are no Legal Proceedings pending or, no appeal nor any other Action is pending or has been to the knowledge of the Buyer, threatened with respect to revoke any such Environmental Permit, and each Acuren Entity ; the Buyer is, and since December 31as of the Closing Date will be, 2021 has, complied in material compliance with all terms and conditions of each such Environmental Permit; Permits; and the Buyer has not received any notice from any source, or has otherwise obtained knowledge, to the effect that there is lacking any Environmental Permit required in connection with the current operations of the Buyer or any real property presently or previously leased or owned by the Buyer; (iii) no the Buyer and all of its past and current properties and operations are not (x) subject to any outstanding written Order or Contract, including Environmental Claim is pending orLiens, with or in favor of any Governmental Body or (y) to Acuren’s Knowledgethe knowledge of the Buyer, threatened against subject to any Acuren Entityinvestigation respecting (A) U.S. Environmental Laws, (B) any Remedial Action or (C) any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; ; (iv) Hazardous Materials have the Buyer is not been released and are not present at, on, under, in, or about subject to any of Legal Proceeding alleging the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability violation of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations U.S. Environmental Law or (iii) impair the fair saleable value of any property of an Acuren Entity; Environmental Permit; (v) all the Buyer has not received (and to the knowledge of the Buyer, there has not been issued) any written communication that alleges that the Buyer is not in compliance with any U.S. Environmental Law or Environmental Permit; (vi) the Buyer has not caused or permitted any Hazardous Materials generatedto remain or be disposed of, used, treated, handled either on or stored at, under real property legally or transported to or from, any property currently beneficially owned or operated by the Buyer or on any Acuren Entity have been properly storedreal property not permitted to accept, handled, recycled, re-used store or disposed dispose of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of such Hazardous Materials that is the subject of any other than in compliance with U.S. Environmental Claim or Liability for an Environmental ClaimLaws and Permits; and (vii) the Buyer has no Acuren Entity has entered into liabilities (other than those related to its disposal obligations) with respect to Hazardous Materials; (viii) none of the operations of the Buyer involve the generation, transportation, treatment, storage or agreed to any consent decree, order, disposal of hazardous waste or settlement or controlled waste other agreement, or is subject to any judgment, decree, or order or other agreement, than in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with U.S. Environmental Laws and Permits; and (ix) to the knowledge of the Seller and the Buyer, there is not now on or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of property owned or leased by the Acuren EntitiesBuyer, in each casenor have there been, relating to the current (A) any underground storage tanks or former properties surface tanks, dikes or operations of impoundments; (B) any Acuren Entityasbestos-containing materials or (C) any polychlorinated biphenyls.

Environmental Matters. (a) Except as has not resultedset forth on Schedule 5.15(a), and or except as would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren Material Adverse Effect: be material and adverse to the Business, (i) each Acuren Entity isSeller or its Affiliates hold all Environmental Permits necessary for Seller and its Affiliates to operate the Business as currently operated and (ii) Seller and its Affiliates are, and have been since December 31January 1, 2021 has been2023, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained and all such Environmental Permits required for Permits. Except as would not, individually or in the operation of their businessesaggregate, operations be material and assetsadverse to the Business, all such Environmental Permits are in full force and effect, and no appeal nor any or other Action proceeding is pending or has been threatened in writing (or to Seller’s Knowledge, threatened orally) to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions Permits. Seller or its Affiliates have timely filed any required applications for renewal of each any such Environmental Permit;Permits. (iiib) Except as would not, individually or in the aggregate, be material and adverse to the Business, neither Seller nor any of its Affiliates is subject to any Order, or any settlement agreement, or, since January 1, 2023, has received any written notice (or to Seller’s Knowledge oral notice) or request for information regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities, including any obligations for sampling, investigation, monitoring, corrective action, cleanup, remediation or removal, arising under Environmental Laws, or in connection with Hazardous Materials, including the presence, Release or threatened Release of, or exposure to, Hazardous Materials, except for Orders, notices, or settlement agreements with respect to matters that have been fully and completely resolved, settled, or withdrawn and for which there are no outstanding obligations, in each case relating to the ownership or operation of the Business or the Purchased Assets. (c) Except as set forth on Schedule 5.15(c), or as would not, individually or in the aggregate, be material and adverse to the Business, there are no Environmental Claim is Claims pending or, or threatened in writing (or to AcurenSeller’s Knowledge, threatened against orally) that relate to the Purchased Assets or the Business. (d) There are no material Environmental Permits held by Seller or its Affiliates to operate the Business as currently operated, and there have been no material environmental audits, assessments or reports in respect of any Acuren Entityof the Real Property, the other Purchased Assets, or any Person as the Business, which audits, assessments or reports identify undisclosed issues that would, individually or in the aggregate, be material and adverse to the Business, other than those for which an Acuren Entity has retained or assumed Liability for copies of such Environmental Claim or provided an indemnity for such Environmental ClaimPermits, and no Acuren Entity audits, assessments or reports within Seller’s or such Affiliate’s possession have been made available to Buyer. (e) Except as set forth on Schedule 5.15(e), or as would not, individually or in the aggregate, be material and adverse to the Business, neither Seller, nor any of its Affiliates or the Business has contractually expressly assumed or undertaken any Liability relating to Environmental Laws of another Person, nor has agreed to assume from any other Person, or indemnify any other Person foragainst Liability under Environmental Laws, except with respect to Liabilities for which the Seller, any Liabilities arising pursuant of its Affiliates or the Business would be liable for independent of its contractual agreement with such Person. (f) Except as would not, individually or in the aggregate, be material and adverse to the Business, in connection with the Purchased Assets and the Business, no presence, Release or threatened Release of Hazardous Materials exists or has occurred, and no exposure to Hazardous Materials has occurred, for which Seller or any of its Affiliates, with respect to the Business, is required to conduct sampling, investigation, monitoring, corrective action, cleanup, remediation or removal under Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which otherwise would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to material Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of under any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaw. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. Except as set forth on Southcross Disclosure Schedule 3.13, (a) Except as has not resulted, and would not reasonably be expected to result, individually or in each of the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity Holdings Companies is, and and, since December 31September 30, 2021 2014, has been, in compliance in all material respects with all applicable Environmental Laws, which compliance includes obtaining, maintaining and complying with all Environmental Permits, (b) no Acuren Entity Holdings Company has received any written communication (whether from a Governmental Authorityhandled, citizens group treated or other third party) alleging the non-compliance recycled Hazardous Substances, and there has been no release of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present Substance at, on, about, under, infrom, to, within, or about migrating to or from (i) any property now owned, leased, operated or controlled by any Holdings Company or any of their predecessors, (ii) to the properties currently or Knowledge of Holdings LP, any property formerly owned, leased leased, operated or operated controlled by any Acuren Entity Holdings Company or any of their predecessors, or (iii) any property to which any Holdings Company or any of their predecessors has sent waste for disposal in a quantity, each case under clauses (b)(i)-(iii) in any manner or condition which that would reasonably be expected to give rise to any Holdings Company incurring any (A) investigatory or remedial obligations pursuant to Environmental Laws or (B) written claims, notices of noncompliance or violation, or Legal Proceedings before any Governmental Authority alleging any violation of any applicable Environmental Laws, (c) no Holdings Company has transported Hazardous Substances in a manner that would reasonably be expected to give rise to any Holdings Company incurring any written claims, notices of noncompliance or violation, or Legal Proceedings before any Governmental Authority alleging any violation of any applicable Environmental Laws, (d) there are no Legal Proceedings pending or, to the Knowledge of Holdings LP, threatened against any Holdings Company alleging noncompliance with or liability under, any Environmental Law, (e) to the Knowledge of Holdings LP, none of the Holdings Companies is actually, contingently, potentially or allegedly liable for any release of, threatened release of or contamination by Hazardous Substances or otherwise under any Environmental Law, (f) since September 30, 2014, none of the Holdings Companies has received any notice, request for information, communication or complaint from a Governmental Authority or other Person alleging that any of the Holdings Companies has any liability under any Environmental Law or is not in compliance with any Environmental Law and (g) the Holdings Companies have delivered to, or have otherwise made available for inspection by, AMID, all third party written reports of environmental investigations, studies, audits and tests in the possession, control or custody of the Holdings Companies, prepared since September 30, 2014, and relating to (i) require investigationenvironmental conditions at any facility or property owned, removalleased, operated or remediation controlled by any Acuren Entity under Environmental Laws Holdings Company or otherwise give rise to Liability any of any Acuren Entitytheir predecessors, (ii) interfere with any Acuren Entity’s continued operations property to which any Holdings Company or any of their respective predecessors have sent waste for disposal, or (iii) impair the fair saleable value any unresolved environmental liability of any property of an Acuren Entity; Holdings Company, and (vg) all Hazardous Materials generatedexcept as disclosed in Southcross Disclosure Schedule 3.13(g), used, treated, handled or stored at, or transported to or from, no Holdings Company has operated any underground storage tanks at any property currently owned that such entity has at any time owned, leased, operated or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of controlled except in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Except as has not resulted, and would Other than exceptions that could not reasonably be expected to resultto, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, Holdings and since December 31, 2021 has been, its Subsidiaries (A) are and have been in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental AuthorityB) have obtained, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are maintained in full force and effect, no appeal all Governmental Authorizations arising under Environmental Laws that are required for the conduct of the Business and the Tiwest Joint Venture in compliance with Environmental Laws; (ii) neither Holdings nor any of its Subsidiaries have received any unresolved written notice, report or other Action is pending written communication regarding any actual or has been threatened alleged material violation of Environmental Laws or any unresolved Environmental Liabilities relating to revoke any such Environmental Permitthe Business, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permitthe Facilities or the Tiwest Joint Venture; (iii) no Release affecting the Business, any Facility or the Tiwest Joint Venture has occurred or is occurring at or from any of the Facilities or by Holdings or any of its Subsidiaries on any other property that requires notice by Holdings or any of its Subsidiaries to any Governmental Authority, any form of Remedial Action under applicable Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren EntityLaw, or any Person as that could reasonably be expected to which form the basis of an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about neither Holdings nor any of its Subsidiaries has by law or contract agreed to, assumed or retained any material Environmental Liability or responsibility for any Environmental Claim, including under any lease, purchase agreement, sale agreement, joint venture agreement or other binding corporate or real estate document or agreement related to the properties currently Business, the Facilities or formerly ownedthe Tiwest Joint Venture; and (v) there are no pending or, leased to the knowledge of Holdings and Tronox US, threatened Environmental Claims related to the Business, the Facilities or operated by any Acuren Entity in a quantitythe Tiwest Joint Venture and, manner to the knowledge of Holdings and Tronox US, there are no violations of Environmental Law or condition which would Releases that could reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability form the basis of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an such Environmental Claim; and (viivi) no Acuren Entity has entered into or agreed to any consent decree, orderthe Products are being, or settlement or other agreementhave been, or is subject to any judgmentpre-registered and registered within the meaning of the Regulation (EC) No. 1907/2006 concerning the Registration, decreeEvaluation, or order or other agreementAuthorisation and Restriction of Chemicals of the European Union and all rules and regulations promulgated thereunder, in any judicial, administrative, arbitral, or other forum for dispute resolution, and do and will comply with all Environmental Laws relating to compliance with Environmental Laws the Products or any Liability for an Environmental Claimto the sale of the Products in the European Union. (b) Acuren Holdings or Tronox US has made available provided Administrative Agent, or its agents or consultants, with access to NV5 complete all significant environmental reports, data (including in relation to energy consumption, energy generation and correct copies emissions of all Phase I and Phase II environmental site assessments and other material written reportsgreenhouse gases to the extent such data exists), documents, studies, inspections analyses, investigations, audits and audits reviews in the possession of the Acuren Entitiesor control of, or otherwise reasonably available to, Holdings or its Subsidiaries as necessary to reasonably disclose any material Environmental Liabilities with respect to any Facility set forth in each casesuch documents, relating studies, analyses, investigations, audits or reviews. (c) No material Lien has been recorded or, to the current knowledge of Holdings and Tronox US, threatened by any Governmental Authority under any Environmental Law with respect to any Facility. (d) Neither Holdings nor any of its Subsidiaries is subject to, or former properties has taken any action so as to exacerbate, any Environmental Legacy Liabilities which Environmental Legacy Liabilities, or operations which exacerbation, could reasonably be expected to have a Material Adverse Effect. This Section 4.13 contains the sole and exclusive representations and warranties of Holdings with respect to any Acuren Entityenvironmental, health or safety matters, including without limitation any arising under any Environmental Laws.

Environmental Matters. Neither Seller nor Existing Manager has generated, stored or disposed of any hazardous substance at or on the Property, and, except as set forth in Schedule 4.10, Seller has no Knowledge of any previous or present generation, storage, disposal or existence of any hazardous substance at or on the Property other than in accordance with all Applicable Laws. The term “hazardous substance” shall mean “hazardous waste,” “toxic substances,” “petroleum products,” “pollutants,” or other similar or related terms as defined or used from time to time in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (a“CERCLA”) Except (42 U.S.C. §§ 1801, et seq.), the Resource Conservation and Recovery Act, as has not resultedamended (42 U.S.C. § 6921, et seq.), similar state laws, and would not reasonably be expected to result, individually or in regulations (the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable “Environmental Laws”) adopted thereunder. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has filed or been required to file any notice reporting a release of any hazardous substance into the environment, and no Acuren Entity notice pursuant to Section 103(a) or (c) of the CERCLA, 42 U.S.C. § 9601, et seq. or any other Environmental Law has been or was required to be filed. Neither Seller, nor, to Seller’s Knowledge, Existing Manager, has received any written communication (whether from a Governmental Authority, citizens group notice letter under any Environmental Law or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending notice or has been threatened to revoke any such Environmental Permitclaim, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site investigation pending, contemplated, or to which any Acuren Entity has transported Seller’s Knowledge threatened, to the effect that Seller or arranged Existing Manager is or may be liable for or as a result of the release or threatened release of hazardous substance into the environment or for the transport of Hazardous Materials that is the subject suspected unlawful presence of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed hazardous waste on the Property. Seller agrees to indemnify and hold Buyer, Tenant, and their Affiliates harmless from any consent decreeLoss resulting from a breach of this Section 4.10. Notwithstanding the provisions of ARTICLE X, order, or settlement or other agreement, or is subject the agreement to any judgment, decree, or order or other agreement, indemnify in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimthis Section 4.10 shall survive the Closing without limitation. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, had and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Parent Material Adverse Effect: (ia) each Acuren Entity of Parent and the Parent Subsidiaries is, and since December 31January 1, 2021 2017 has been, in compliance with all applicable Environmental Laws, including possessing and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity complying with applicable all Permits required under Environmental Laws that remains unresolvedLaw for their respective operations as currently operated; (iib) each Acuren Entity Parent and the Parent Subsidiaries have not received, since January 1, 2017 or that otherwise remains unresolved, any written notice alleging Parent or any of the Parent Subsidiaries has obtained all violated or may have any liability under any Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitLaws; (iiic) no none of Parent or any of the Parent Subsidiaries is subject to any outstanding orders arising under Environmental Claim is Laws nor are there any Proceedings pursuant to Environmental Law pending or, to Acuren’s Knowledgethe Knowledge of Parent, threatened, against Parent or any of the Parent Subsidiaries; (d) none of Parent or any of the Parent Subsidiaries has retained or assumed, either contractually or by operation of Law, any liability or obligation under Environmental Laws, including any obligation for costs of remediation, that has resulted in any Proceeding relating to Environmental Law pending or, to the Knowledge of Parent, threatened against any Acuren Entity, Parent or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently Parent Subsidiaries; and (e) none of Parent or formerly ownedany of the Parent Subsidiaries has released, leased disposed or operated by arranged for the disposal of any Acuren Entity Hazardous Material, and, to the Knowledge of Parent, there has been no other release of or exposure to any Hazardous Material, in a quantity, manner each case that that has resulted or condition which would reasonably be expected to (i) require investigation, removalresult in any Proceeding against, or remediation by any Acuren Entity under Environmental Laws obligation to conduct or otherwise give rise fund any remedial action on the part of, Parent or any of the Parent Subsidiaries pursuant to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except (i) as has not resultedset forth on Schedule 5.14 or (ii) as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), and would to the knowledge of the Credit Parties or except where such violation or liability could not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect: , the facilities and properties owned, leased, or operated by any of the Credit Parties and the Significant Subsidiaries (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations that (i) each Acuren Entity isconstitute a violation of, or (ii) have resulted in liability under, any Environmental Law. (b) Except (i) as set forth on Schedule 5.14 or (ii) as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), to the knowledge of the Credit Parties or except where such violation could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of the Credit Parties and the Significant Subsidiaries at the Properties are in compliance, and since December 31, 2021 has beenhave in the last five years been in compliance, in compliance all material respects with all applicable Environmental Laws, and there is no Acuren Entity contamination at or under the Properties or violation of any Environmental Law with respect to the Properties or the business operated by any of the Credit Parties (the “Business”). (c) Except (i) as set forth on Schedule 5.14 or (ii) as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), none of the Credit Parties or any Significant Subsidiary has received any written communication (whether from a Governmental Authoritynotice of violation, citizens group or other third party) alleging the alleged violation, non-compliance, liability, or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does any of the Credit Parties have knowledge of any Acuren Entity with applicable Environmental Laws that remains unresolved;such threatened notice, except where any such violation, noncompliance or liability could not reasonably be expected to have a Material Adverse Effect. (d) Except (i) as set forth on Schedule 5.14 or (ii) each Acuren Entity as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), to the knowledge of the Credit Parties or except where such violation or liability could not reasonably be expected to have a Material Adverse Effect, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that has obtained all given rise to liability under any Environmental Permits required for Law, nor have any Materials of Environmental Concern been generated, treated, stored, or disposed of at, on or under any of the operation of their businessesProperties in violation of, operations and assetsor in a manner that has given rise to liability under, all such any applicable Environmental Permits are in full force and effect, no appeal nor any other Action is pending Law. (e) Except (i) as set forth on Schedule 5.14 or has been threatened (ii) as could not reasonably be expected to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; have a Material Adverse Effect or (iii) as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), no Environmental Claim judicial proceeding or governmental or administrative action (other than those not legally disclosable by the Credit Parties (that in any event could not be reasonably expected to have a Material Adverse Effect) unless such restriction was imposed at the request of the Credit Parties) is pending or, to Acuren’s Knowledgethe knowledge of any Credit Party, threatened against threatened, under any Acuren Entity, or any Person as Environmental Law to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently Credit Parties is or formerly ownedwill be named as a party with respect to the Properties or the Business, leased nor are there any consent decrees or operated by other decrees, consent orders, administrative orders or other orders, or other administrative or judicial directives outstanding under any Acuren Entity in a quantity, manner Environmental Law with respect to the Properties or condition which would reasonably be expected to the Business. (f) Except (i) require investigation, removal, as set forth on Schedule 5.14 or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations as otherwise disclosed in the audited financial statements delivered pursuant to Section 6.1(a), to the knowledge of the Credit Parties or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled except where such violation or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would liability could not reasonably be expected to cause, an Acuren have a Material Adverse Effect; (vi) , there is has been no site to which any Acuren Entity has transported release or arranged for threat of release of Materials of Environmental Concern at or from the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, orderProperties, or settlement arising from or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating related to the current or former properties or operations of any Acuren Entityof the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner requiring remediation under Environmental Laws.

Environmental Matters. (a) Except In connection with the Business, Seller and its Subsidiaries, in the aggregate, hold all material Permits that are required to be obtained by the Business under Environmental Laws (“Environmental Permits”) in connection with the ownership, occupancy or use of the Real Property or the operation of the Business as currently conducted, except where the failure to hold such Permits, individually or in the aggregate, has not resulted, had and would not reasonably be expected to resulthave a Material Adverse Effect. (b) The operations of the Business (and each of Seller and its Subsidiaries, in respect of the Business) is and since May 21, 2015 has been in compliance with: (A) all terms and conditions of all Environmental Permits; (B) all Environmental Laws, which compliance includes obtaining, maintaining in good standing and complying with all Environmental Permits necessary to operate the Business; and (C) all Governmental Orders and settlement agreements that bind the Business and were issued, entered, promulgated or approved under Environmental Laws, in each case except for such noncompliance that, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, had and would not reasonably be expected to cause, an Acuren have a Material Adverse Effect;. (vic) With respect to the Business, as of the date hereof, there is no site Action pending or, to which Seller’s knowledge, threatened against Seller or any Acuren Entity has transported or arranged for of its Subsidiaries (A) relating to the transport Release of Hazardous Materials Material or the presence of any Hazardous Material at any location or under any Environmental Laws or (B) to revoke, modify or terminate any Environmental Permit other than Actions that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. Since May 21, 2015 until the date of this Agreement, except as is not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, no written claim has been received by any of Seller and its Subsidiaries with respect to the Business or the Transferred Assets alleging that any such Person may be in violation of any Environmental Law or any Environmental Permit or may have any liability under any Environmental Law. (d) There has been no Release, including any threatened Release, of any Hazardous Material in, on or from any Real Property or at any other location, in each case for which the Business (or Seller or any of its Subsidiaries with respect to the Business) may have liability under Environmental Law, and all underground and above-ground storage tanks operated by the Business (or Seller or any of its Subsidiaries with respect to the Business) located on any Real Property have, since May 21, 2015, been used and maintained in compliance with all Environmental Laws (and, to Seller’s Knowledge, all underground and above-ground storage tanks located on the Real Property are operated by the Business, or by Seller or any of its Subsidiaries with respect to the Business), in each case except for such liability, noncompliance or tanks that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (e) To Seller’s Knowledge, (i) no Real Property or any location where waste generated in connection with the Business was disposed is listed or is proposed for listing on the National Priorities List pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, or on any similar local, state or foreign list of sites requiring investigation or Remedial Action; and (ii) with respect to the Business, no Lien has been filed against either the personal or real property of Seller or any of its Subsidiaries under any Environmental Law, in each case except for listings, proposed listings or Liens the subject matter of which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect. (f) Seller has provided to Purchaser all material environmental audits prepared since May 21, 2015, and to Seller’s Knowledge, all Phase I and II environmental assessments related to the environment, in each case that (i) have been performed with respect to the Transferred Assets and (ii) are in the possession of Seller or reasonably controlled by it. (g) Neither Seller nor any of its Subsidiaries with respect to the Business or the Transferred Assets is the subject of any material outstanding written Governmental Order respecting (i) Environmental Claim Laws, (ii) Remedial Action or Liability for an Environmental Claim; and (viiiii) no Acuren Entity has entered into any Release or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimthreatened Release of a Hazardous Material. (bh) Acuren As of the date hereof, there are no (i) pending investigations for which Seller has made available received notification or (ii) to NV5 complete and correct copies Seller’s Knowledge threatened investigations of all Phase I and Phase II environmental site assessments and other material written reportsthe Business, studiesthe Transferred Assets or the Transferred Entities, inspections and audits or currently or previously owned, operated or leased property of Seller or any of its Subsidiaries used in the possession operation of the Acuren EntitiesBusiness for which Seller has received notification, in each case, relating case of (i) and (ii) which would reasonably be expected to lead to the current imposition on the Business, the Transferred Entities, Purchaser or former properties or operations any of its Affiliates of any Acuren EntityEnvironmental Costs and Liabilities or Liens under Environmental Law, other than such costs, Liabilities and Liens that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect.

Environmental Matters. Except as set forth in Schedule 4.22: (a) Except Sellers have obtained all Environmental Permits necessary for the ownership and operation of the Purchased Assets and the conduct of the Purchased Business in compliance with Environmental Laws and Environmental Permits, except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in have an Acuren Environmental Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all . All such Environmental Permits are valid and in full force and effect, no appeal nor any other Action is pending or has and Sellers are and have been threatened to revoke any such Environmental Permitsince January 1, and each Acuren Entity is, and since December 31, 2021 has, complied 2007 in compliance with all the terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person Permits except as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, have an Acuren Environmental Material Adverse Effect; (vib) there Sellers’ ownership, use and operation of the Purchased Assets and Seller’s conduct of the Purchased Business are and have been since January 1, 2005 in compliance with applicable Environmental Laws, and since January 1, 2005 no Environmental Liability has been asserted, filed, commenced, or in writing threatened against Sellers with respect to the ownership or operation of the Purchased Assets or Sellers’ conduct of the Purchased Business, in each case except as would not reasonably be expected to have an Environmental Material Adverse Effect; (c) No Release has occurred or is occurring at, on, in or under, and, to the Knowledge of Sellers, no site Environmental Conditions existed or exists at, on, in or under, the Transferred Real Property, for which Environmental Law requires (i) notice to any Person; (ii) further investigation; or (iii) any form of response or Remedial Action; (d) There are no pits, ponds, impoundments, lagoons or other similar areas located on any Transferred Real Property in which Sellers have disposed any Acuren Entity has transported Hazardous Materials; (e) Sellers have not installed any underground storage tank at the Transferred Real Property and, to Sellers’ Knowledge, no underground storage tank is located at any Transferred Real Property; (f) There are no Orders or Legal Proceedings pending, or to Sellers’ Knowledge, threatened, against Sellers arising under any Environmental Law or relating to any Environmental Condition, except as would not reasonably be expected to have an Environmental Material Adverse Effect; (g) With respect to Sellers’ ownership or operation of the Purchased Assets or Sellers’ conduct of the Purchased Business, Sellers have not disposed of, sent or arranged for the transport transportation of Hazardous Materials at or to a site that is the subject of pursuant to any Environmental Claim Law has been placed or Liability for an is proposed to be placed by the United States Environmental ClaimProtection Agency or similar state authority on the National Priorities List or similar state list, as in effect as of the Closing Date; and (viih) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has Sellers have identified and made available to NV5 complete and correct copies of all Phase I and Phase II Buyer every environmental site assessments investigation, study, audit, test and other material written reports, studies, inspections and audits analysis conducted by or for or in the possession of Sellers with respect to the Acuren Entitiesownership or operation of the Purchased Assets or Seller’s conduct of the Purchased Business (which reports are collectively referred to as “Environmental Reports” and are identified on Schedule 4.22). Notwithstanding anything to the contrary set forth in this Article IV, in each case, this Section 4.22 contains the sole and exclusive representations and warranties of Sellers relating to the current or former properties or operations of any Acuren Entityenvironmental matters.

Environmental Matters. Except as set forth on Schedule 4.13 hereto: (a) Except as has not resulted, and would Other than exceptions that could not reasonably be expected to resultto, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, Holdings and since December 31, 2021 has been, its Subsidiaries (A) are and have been in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental AuthorityB) have obtained, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are maintained in full force and effect, no appeal all Governmental Authorizations arising under Environmental Laws that are required for the conduct of the Business and the Tiwest Joint Venture in compliance with Environmental Laws; (ii) neither Holdings nor any of its Subsidiaries have received any unresolved written notice, report or other Action is pending written communication regarding any actual or has been threatened alleged material violation of Environmental Laws or any unresolved Environmental Liabilities relating to revoke any such Environmental Permitthe Business, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permitthe Facilities or the Tiwest Joint Venture; (iii) no Release affecting the Business, any Facility or the Tiwest Joint Venture has occurred or is occurring at or from any of the Facilities or by Holdings or any of its Subsidiaries on any other property that requires notice by Holdings or any of its Subsidiaries to any Governmental Authority, any form of Remedial Action under applicable Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren EntityLaw, or any Person as that could reasonably be expected to which form the basis of an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about neither Holdings nor any of its Subsidiaries has by law or contract agreed to, assumed or retained any material Environmental Liability or responsibility for any Environmental Claim, including under any lease, purchase agreement, sale agreement, joint venture agreement or other binding corporate or real estate document or agreement related to the properties currently Business, the Facilities or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren EntityTiwest Joint Venture; (v) all Hazardous Materials generatedthere are no pending or, usedto the knowledge of Holdings and Tronox US, treatedthreatened Environmental Claims related to the Business, handled the Facilities or stored atthe Tiwest Joint Venture and, to the knowledge of Holdings and Tronox US, there are no violations of Environmental Law or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner Releases that has not caused, and would not could reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for form the transport of Hazardous Materials that is the subject basis of any Environmental Claim or Liability for an such Environmental Claim; and (viivi) no Acuren Entity has entered into or agreed to any consent decree, orderthe Products are being, or settlement or other agreementhave been, or is subject to any judgmentpre-registered and registered within the meaning of the Regulation (EC) No. 1907/2006 concerning the Registration, decreeEvaluation, or order or other agreementAuthorisation and Restriction of Chemicals of the European Union and all rules and regulations promulgated thereunder, in any judicial, administrative, arbitral, or other forum for dispute resolution, and do and will comply with all Environmental Laws relating to compliance with Environmental Laws the Products or any Liability for an Environmental Claimto the sale of the Products in the European Union. (b) Acuren Holdings or Tronox US has made available provided Administrative Agent, or its agents or consultants, with access to NV5 complete all significant environmental reports, data (including in relation to energy consumption, energy generation and correct copies emissions of all Phase I and Phase II environmental site assessments and other material written reportsgreenhouse gases to the extent such data exists), documents, studies, inspections analyses, investigations, audits and audits reviews in the possession of the Acuren Entitiesor control of, or otherwise reasonably available to, Holdings or its Subsidiaries as necessary to reasonably disclose any material Environmental Liabilities with respect to any Facility set forth in each casesuch documents, relating studies, analyses, investigations, audits or reviews. (c) No material Lien has been recorded or, to the current knowledge of Holdings and Tronox US, threatened by any Governmental Authority under any Environmental Law with respect to any Facility. (d) Neither Holdings nor any of its Subsidiaries is subject to, or former properties has taken any action so as to exacerbate, any Environmental Legacy Liabilities which Environmental Legacy Liabilities, or operations which exacerbation, could reasonably be expected to have a Material Adverse Effect. This Section 4.13 contains the sole and exclusive representations and warranties of Holdings with respect to any Acuren Entityenvironmental, health or safety matters, including without limitation any arising under any Environmental Laws.

Environmental Matters. (a) Except in each case as has not resulted, and would not reasonably be expected to resultexpected, individually or in the aggregate, in an Acuren to have a Material Adverse Effect: Effect on the Company and the Company Subsidiaries taken as a whole: (i) each Acuren Entity the Company is, and at all times since December 31January 1, 2021 2007 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; ; (ii) each Acuren Entity the Company has obtained or has made timely applications for or is in the process of obtaining and has maintained and is in compliance with all Environmental Permits Authorizations required for the operation of their businesses, operations its business as currently conducted; and assets, all (iii) such Environmental Permits Authorizations are in full force and effect, effect and there is no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acurenthe Company’s Knowledgeknowledge, threatened against which might directly and adversely affect the validity of any Acuren Entity, effective or proposed Environmental Authorization. (b) None of the Company’s assets are subject to any Person as to which an Acuren Entity has retained material Lien imposed by or assumed Liability for such arising under any Environmental Claim or provided an indemnity for such Environmental ClaimLaw, and there is no Acuren Entity Action pending or, to the Company’s knowledge, threatened for imposition of any such material Lien. (c) To the Company’s knowledge, since January 1, 2007, the Company has contractually agreed to assume not received any written communication from any other Person, Environmental Authority or indemnify any other Person forthat such Environmental Authority or Person is undertaking an investigation or alleging that the Company is in violation of any Environmental Law or Environmental Authorization or subject to Environmental Liabilities except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company and the Company Subsidiaries taken as a whole. (d) Except as identified in Section 3.12 of the Company Disclosure Letter, to the Company’s knowledge, the Company has not been named, identified or alleged to be a responsible party or a potentially responsible party under CERCLA or any Liabilities state Law based on, or analogous to, CERCLA. (e) There is no Action arising under Environmental Laws pending against the Company nor, to the Company’s knowledge, is any such Action threatened except in each case as would not reasonably be expected to have a Material Adverse Effect on the Company and the Company Subsidiaries taken as a whole. (f) Since September 1, 1997 the Company has not (except as permitted pursuant to an Environmental Authorization) Released any Hazardous Substances that require any Response under Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition Response costs associated with which would reasonably be expected to have a Material Adverse on the Company and the Company Subsidiaries taken as a whole. (ig) Except for transfer or reissuance of Environmental Authorizations necessary to operate the Company’s business, the Transactions do not require investigation, removal, the pre-Closing consent or remediation by pre-approval of any Acuren Entity under Environmental Authority regarding Environmental Laws or otherwise give rise Environmental Authorizations the failure to Liability of any Acuren Entityobtain which would not reasonably be expected, (ii) interfere with any Acuren Entity’s continued operations individually or (iii) impair in the fair saleable value of any property of an Acuren Entity;aggregate, to have a Material Adverse Effect on the Company and the Company Subsidiaries taken as a whole. (vh) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, Except in compliance with applicable Environmental Laws (and except for any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and noncompliance therewith which would not reasonably be expected to cause, an Acuren have a Material Adverse Effect; (vi) there Effect on the Company and the Company Subsidiaries taken as a whole), neither the Company nor any Company Subsidiary is no site to which currently operating any Acuren Entity has transported landfill, surface impoundment or arranged for disposal area at any properties or assets currently owned, leased operated or used by the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws Company or any Liability for an Environmental ClaimCompany Subsidiary. (bi) Acuren has made available to NV5 complete This Section 3.12 sets forth the sole representations and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession warranties of the Acuren EntitiesCompany with respect to environmental, health and safety matters, including all matters arising under Environmental Laws and with respect to Environmental Liabilities. This Section 3.12 does not limit or modify the representations and warranties of the Company in each case, relating to the current or former properties or operations of any Acuren EntitySection 3.6 hereof.

Environmental Matters. (a) Except as has not resultedset forth in Section 5.15 of the Disclosure Schedule: (i) each of the Transferred Companies is, and for the two years immediately preceding the date of this Agreement has been, in compliance in all material respects with all Environmental Laws, which compliance includes obtaining, maintaining in good standing, applying for timely renewal of and complying in all material respects with all Permits required by applicable Environmental Laws (“Environmental Permits”). To ED&F’s Knowledge, all such Environmental Permits necessary for the current operations of the Business are listed in Section 5.15(a)(i) of the Disclosure Schedule and any Environmental Permits which require transfer, consent or reissuance in order to allow operations of the Business to continue without interruption on or after Closing are so designated under the caption “Permits” in Section 5.3 of the Disclosure Schedule, except where the failure to transfer or to obtain the consent or the reissuance of any such material Environmental Permits would not reasonably be expected to resultnot, individually or in the aggregate, reasonably be expected to have a material adverse effect on operations of the facility for which the Environmental Permit relates. To ED&F’s Knowledge, there are no facts or circumstances which would reasonably be expected to adversely affect or prevent the Transferred Companies from distributing, selling, importing, exporting or otherwise placing into commerce any existing or new products in an Acuren compliance with Environmental Laws applicable to the registration, evaluation or authorization of chemicals and which would, individually or in the aggregate, reasonably be expected to have a Business Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all the Transferred Companies have not received any, and to ED&F’s Knowledge there are no unresolved written notices of any citation, summons, order, complaint, penalty, claim, investigation, request for information, demand or review by any Governmental Authority or any other Person in connection with the Business (x) with respect to any material violation or alleged violation of or material liability under any applicable Environmental Permits required Law, (y) with respect to any alleged failure to have or comply with any material Environmental Permit or (z) with respect to the presence, Release or threatened Release, disposal, transportation, or the making of arrangements for the operation treatment, storage, disposal or transportation of their businessesor exposure to any Hazardous Substance reasonably expected to give rise to any material liability under any Environmental Laws and, operations and assets, all such Environmental Permits are in full force and effectto ED&F’s Knowledge, no appeal nor any other Action is pending such notice, citation, summons, order, complaint, penalty, claim, investigation or review against or involving such Transferred Companies or the Business has been threatened to revoke by any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitGovernmental Authority or other Person; (iii) no Environmental Claim is pending Releases of Hazardous Substances by the Transferred Companies or, to AcurenED&F’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from by any other Person, have occurred at or indemnify from any other Person forOwned Real Property, Leased Real Property or any Liabilities arising pursuant to Environmental Law; property formerly owned operated or leased by the Transferred Companies (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly while owned, operated or leased or operated by any Acuren Entity such Transferred Company), in a quantity, manner or condition which each case that would reasonably be expected to (i) require investigationresult in any material liability of the Transferred Company and which would, removalindividually or in the aggregate, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a Business Material Adverse Effect; (viiv) to ED&F’s Knowledge, none of the Transferred Companies has expressly assumed or undertaken, or expressly agreed to assume or undertake, responsibility for any known, material liability or obligation (including any obligation for investigation, remediation or other response action) of any other Person directly relating to or arising out of any then-identified actual or alleged (A) violation of Environmental Law, or (B) exposure to or presence or release of any Hazardous Substance; (v) there is have been no site material environmental reports, investigations, studies, audits, tests, reviews or other written environmental analyses which are in the actual possession of ED&F or the Transferred Companies with respect to any Owned Real Property, Leased Real Property or any property formerly owned, operated or leased by the Transferred Companies which any Acuren Entity has transported have not been delivered or arranged for made available on the transport electronic database to Parent at least five days prior to the date of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claimthis Agreement; and (viivi) to ED&F’s Knowledge, no Acuren Entity has entered into facts, circumstances or agreed conditions exist with respect to any consent decreeTransferred Company, orderthe Business or any Owned Real Property, Leased Real Property or settlement former real property owned, operated or other agreement, leased in connection with the Business or is subject a Transferred Company that would reasonably be expected to any judgment, decree, or order or other agreement, result in any judicial, administrative, arbitral, or other forum Transferred Company incurring unbudgeted costs for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLiabilities. (b) Acuren has made available The parties acknowledge and agree that the ED&F Parties make no representation or warranty as to NV5 complete environmental matters, Environmental Liabilities, Environmental Laws or Hazardous Substances except as set forth in this Section 5.15, Section 5.3, clauses (a), (b) and correct copies (c) of all Phase I Section 5.5, Section 5.12 and Phase II environmental site assessments Section 5.13 and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating notwithstanding anything to the current contrary contained in this Agreement, no other section of this Agreement will be deemed to constitute a representation or former properties warranty as to environmental matters, Environmental Liabilities, Environmental Laws or operations of any Acuren EntityHazardous Substances.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected set forth in Schedule 3.17 or except with respect to resultany matters that, individually or in the aggregate, could not reasonably be expected to result in an Acuren a Material Adverse Effect, none of the Parent Borrower or any of the Restricted Subsidiaries: (i) each Acuren Entity ishas failed to comply with any Environmental Law or to take all actions necessary to obtain, maintain, renew and since December 31comply with any permit, 2021 has beenlicense, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group registration or other third party) alleging the non-compliance of any Acuren Entity with applicable approval required under Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation become a party to any administrative or judicial proceeding, or possesses knowledge of their businesses, operations and assets, all any such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or proceeding that has been threatened to revoke threatened, that could result in the termination, revocation or modification of any such permit, license, registration or other approval required under Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitLaw; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, possesses knowledge that the Parent Borrower or any Person as of the Restricted Subsidiaries has become subject to which an Acuren Entity has retained or assumed any Environmental Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed on any Mortgaged Property (A) is subject to assume from any other Person, or indemnify any other Person for, any Liabilities arising Lien imposed pursuant to Environmental LawLaw or (B) contains Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in any Environmental Liability; (iv) Hazardous Materials has received written notice of any claim or threatened claim, with respect to any Environmental Liability other than those which have not been released fully and are not present at, on, under, in, finally resolved and for which no obligations remain outstanding; or (v) possesses knowledge of any facts or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would circumstances that could reasonably be expected to (i) require investigation, removal, result in any Environmental Liability or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not could reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported materially interfere with or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to prevent continued material compliance with Environmental Laws in effect as of the Closing Date and the date of each Credit Event by the Parent Borrower or any Liability for an Environmental Claimthe Restricted Subsidiaries. (b) Acuren Since the Closing Date, there has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits been no change in the possession status of the Acuren Entitiesmatters disclosed on Schedule 3.17 that, individually or in each casethe aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The representations and warranties in this Section 3.17 are the sole representations and warranties in any Loan Document with respect to environmental matters, including those relating to the current Environmental Law or former properties or operations of any Acuren EntityHazardous Materials.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultas, individually or in the aggregate, in an Acuren would not reasonably be expected to have a REIT II Material Adverse Effect: : (i) each Acuren Entity isno written notification, demand, directive, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been asserted or assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of REIT II, is threatened relating to any of the REIT II Parties, any of the REIT II Subsidiaries or any of their respective properties, and since December 31relating to or arising out of any Environmental Law, 2021 has any Environmental Permit or Hazardous Substance; (ii) the REIT II Parties, the other REIT II Subsidiaries and their respective properties are and have been, in compliance with all Environmental Laws and all applicable Environmental Laws, and no Acuren Entity has received any written communication Permits; (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (iiiii) each Acuren Entity has obtained of the REIT II Parties and each other REIT II Subsidiary is in possession of all Environmental Permits required necessary for REIT II and each REIT II Subsidiary to own, lease and, to the operation extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of their businessesthe date hereof, operations and assets, all such Environmental Permits are valid and in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied effect with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending ornecessary applications for renewal thereof having been timely filed, except where the failure to Acuren’s Knowledge, threatened against any Acuren Entitybe in possession of, or any Person as the failure to which an Acuren Entity has retained be valid or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimin full force and effect of, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently Environmental Permits, individually or formerly ownedin the aggregate, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a REIT II Material Adverse Effect; ; (iv) any and all Hazardous Substances disposed of by REIT II and each REIT II Subsidiary was done so in accordance with all applicable Environmental Laws and Environmental Permits; (v) REIT II Parties, any of the REIT II Subsidiaries 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) there are no liabilities or obligations (and no asserted liability or obligations) of the REIT II Parties or any of the other REIT II Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to any Environmental Law or any Hazardous Substance (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) and there is no site condition, situation or set of circumstances that would reasonably be expected to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, result in any judicial, administrative, arbitral, such liability or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimobligation. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Material Adverse EffectEffect on the Company: (i) each Acuren Entity isno written notice, and since December 31demand, 2021 request for information, citation, summons or order has beenbeen received, in compliance with all applicable Environmental Lawsno penalty has been assessed, and no Acuren Entity has received investigation, action, claim, suit or proceeding is pending or, to the knowledge of the Company, threatened by any written communication (whether from a Governmental Authority, citizens group governmental entity or other third party) alleging Person which alleges a violation by the non-compliance Company or any Subsidiary of the Company of any Acuren Entity with applicable Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity has obtained the Company and its Subsidiaries are in compliance with all Environmental Permits required for the operation of their businesses, operations Laws and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitPermits; (iii) there are no liabilities of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under any Environmental Claim is pending orLaw; and (iv) in connection with the real property owned or leased by the Company, to Acuren’s Knowledgeno release, threatened against any Acuren Entityemission, or discharge into the environment of hazardous substances, waste or air pollutants, as defined under any Person as Environmental Laws, has occurred within the past twenty-four months, is presently occurring, or is anticipated to which an Acuren Entity occur in excess of permitted levels or reportable quantities, under any Environmental Law. No hazardous waste or hazardous substance including Polychlorinated Biphenyls ("PCBs") has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimbeen disposed of by the Company, and to the Company's knowledge, no Acuren Entity hazardous waste or hazardous substance including PCBs has contractually agreed to assume from been disposed of by any other Person, or indemnify any other Person foron the real property occupied by the Company. As used herein, any Liabilities arising pursuant to Environmental Law; the term "hazardous waste" shall have the same meaning as it has in the Resource Conservation and Recovery Act (iv) Hazardous Materials have not been released "RCRA"), as amended, and are not present atin the equivalent state statutes, onif any, under, in, or about any of the properties currently states in which the Company operates any newspaper or formerly owned, leased or operated by conducts any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimcommercial printing. (b) Acuren has Except as set forth in this Section 5.18, or Sections 5.07 or 5.11, no representations or warranties are being made available with respect to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitymatters.

Environmental Matters. (ai) Except The ▇▇▇▇▇▇▇▇▇▇ Mine, insofar as its design, specification and operation are concerned, complies with (A) all Environmental Laws and Government Approvals required for the development and operation of the ▇▇▇▇▇▇▇▇▇▇ Mine under any Environmental Laws and has not resultedat any time violated any applicable Environmental Laws or applicable Government Approvals required for the development and operation of the ▇▇▇▇▇▇▇▇▇▇ Mine under such Environmental Laws, and would (B) the Environmental and Social Guidelines, except for any such non-compliance or violation that could not reasonably be expected to resulthave a material adverse environmental or social effect attributable to the development and operation of the ▇▇▇▇▇▇▇▇▇▇ Mine. (ii) The ▇▇▇▇▇▇▇▇▇▇ Mine, insofar as its design, specification and operation are concerned, has obtained and maintains in full force and effect all Government Approvals required by the relevant Government Authorities for the development and operation of the ▇▇▇▇▇▇▇▇▇▇ Mine under Environmental Laws, and there are no ongoing, or, to the Borrower's knowledge, pending or threatened actions to challenge, revoke, cancel, terminate, limit or modify any such Government Approvals, except for any failure to obtain or maintain in full force and effect or actions to challenge, revoke, cancel, terminate, limit or modify that could not reasonably be expected to have a material adverse environmental or social effect attributable to the development and operation of the ▇▇▇▇▇▇▇▇▇▇ Mine. (iii) Having made due inquiry, except to the extent that Applicable Laws are complied with or no Material Adverse Effect would be caused individually or in the aggregate, (A) there are no active or abandoned storage tanks located on any real property (including the Real Property) which any Restricted Party occupies or controls, (B) there are no Hazardous Materials located on, above, below or from any real property (including the Real Property) that any Restricted Party occupies or controls (including contained in an Acuren Material Adverse Effect: the soil or water constituting such real property), (iC) each Acuren Entity isno release, spill, leak, emission, discharge, leaching, dumping or disposal of Hazardous Materials has occurred on or from such real property and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and (D) no Acuren Entity has received real property (including the Real Property) that any written communication (whether from a Governmental Authority, citizens group Restricted Party occupies or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or controls has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, used as a landfill or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law;waste disposal site. (iv) Hazardous Materials The business and Property of each Hudbay Group Member (both current and former) have not been released and are not present at, on, under, in, or about any of the properties currently or formerly being owned, leased or occupied and operated by any Acuren Entity in a quantitysubstantial compliance with Applicable Laws intended to protect human health, manner or condition which would reasonably be expected to natural resources and the environment (i) require investigationincluding, removalwithout limitation, or remediation by any Acuren Entity under Environmental Laws and Applicable Laws respecting the rehabilitation, restoration, disposal or otherwise give rise to Liability emission of Hazardous Materials), there are no breaches thereof and no enforcement actions or third party claims in respect thereof are threatened or pending which, in any Acuren Entitysuch case, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity;could have a Material Adverse Effect. (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed The Rehabilitation and Reclamation Plans for each of in a manner that has not causedthe Key Operating Assets were prepared, and would not reasonably be expected to causeaccepted by applicable Governmental Authorities, an Acuren in accordance with Applicable Laws and there are no breaches thereof and no enforcement actions in respect thereof are threatened or pending which, in any such case, could have a Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, set forth in Schedule 4.12 and except as would not reasonably be expected to result, individually or result in the aggregate, in an Acuren a Material Adverse Effect: , (ia) each Acuren Entity is, and since December 31, 2021 has been, the Acquired Assets are in compliance with all applicable Laws relating to pollution or the protection of the environment or human health and safety as it relates to Hazardous Materials (“Environmental Laws, ”); (b) Sellers have obtained and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-are in compliance of any Acuren Entity with applicable all material Permits that are required pursuant to Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the occupation of their facilities and the operation of their businessesthe Business, operations and assets, all such Environmental Permits are in full force and effect; (c) no Seller has received written or oral notice of any Proceeding relating to or arising under Environmental Laws with respect to the Acquired Assets or the Business, nor to Sellers’ Knowledge are any of the same being threatened against any Seller; (d) no appeal nor Seller has received any other Action is pending written or oral notice or report regarding any actual or alleged violation of Environmental Law or any Liabilities, including any investigatory, remedial or corrective Liabilities, relating to any of them or their facilities arising under Environmental Laws; (e) no Seller has been threatened received any written or oral notice of, or entered into, any obligation, order, settlement, judgment, injunction, or decree involving outstanding requirements, including any investigatory, remedial or corrective Liabilities relating to revoke or arising under Environmental Laws; (f) none of the following exists at any such Environmental Permitproperty or facility owned or leased by any Seller: (i) under or above-ground storage tanks, and each Acuren Entity is(ii) asbestos containing material in any form or condition, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entitymaterials or equipment containing polychlorinated biphenyls, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) landfills, surface impoundments, or disposal areas; (g) no Seller has Released any Hazardous Materials have not been released and are not present Material, into the environment at, on, under, inonto, or about from any of the properties currently property owned or formerly owned, leased or operated by any Acuren Entity Seller (and no such property is contaminated by any such substance) which has resulted in a quantity, manner or condition which would reasonably be expected to (i) require investigationresult in Liability for response costs, removalcorrective action costs, personal injury, property damage or natural resources damages, or remediation by Claims relating to any Acuren Entity under Environmental Laws Law; and (h) the transactions contemplated hereby will not result in any Liabilities for site investigation or otherwise give rise to Liability cleanup, or require the consent of any Acuren EntityPerson, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported pursuant to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim Laws, including any so-called “transaction-triggered” or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim“responsible property transfer” requirements. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Business Material Adverse Effect: , (i) each Acuren Entity isthe Business, the Seller’s and the Seller Subsidiaries’ operation of the Business, and the Acquired Assets comply, and since December 31the date that is two (2) years prior to the date hereof have complied, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity with respect to the Acquired Assets or the Business, neither Seller nor any Seller Subsidiary has received in the past two (2) years any currently unresolved written notice of any violation of, or any Liability under, any Environmental Laws, (iii) Seller and all Seller Subsidiaries have obtained all Environmental necessary Permits required for under any Environmental Laws in connection with the operation of their businessesthe Business or the ownership of the Acquired Assets, operations and assets(iv) there are no pending Actions relating, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to AcurenSeller’s Knowledge, threatened against Actions, under or relating to any Acuren EntityEnvironmental Law, or any Person including as to which an Acuren Entity has retained Seller’s use, handling, transportation, treatment, storage, disposal, release or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimdischarge of Regulated Substances, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which that would reasonably be expected to (i) require investigationresult in any Liability under any Environmental Laws, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; and (v) all Hazardous Materials generatedin regard to the Business or the Acquired Assets, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used none of the Seller and the Seller Subsidiaries has released or disposed of any Regulated Substances, and Regulated Substances have not otherwise been released or disposed of at or from any of the Acquired Assets, in a manner or condition that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which result in any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of Liability under any Environmental Claim Laws. Notwithstanding any other provisions of this Agreement, Purchaser acknowledges and agrees that the representations and warranties contained in this Section 3.12 and in Section 3.3, Section 3.6, Section 3.14, Section 3.15 and Section 3.20 hereof are the only representations and warranties given by Seller with respect to Environmental Laws, and no other provisions of this Agreement shall be interpreted as containing any representation or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance warranty with Environmental Laws or any Liability for an Environmental Claimrespect thereto. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has would not resultedhave, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Parent Material Adverse Effect: (i, and except as set forth on Part 3.20(a) of the Parent Disclosure Schedule, each Acuren Entity Parent is, and since December 31January 1, 2021 2020 has been, in compliance with in all material respects with, and is not subject to any material Liability under, any applicable Environmental LawsLaw, which compliance includes timely applying for, possessing, maintaining, and no Acuren Entity complying with the terms and conditions of all Environmental Authorizations. (b) The Parent has received any written communication (whether from Made Available to the Company a Governmental Authority, citizens group or other third party) alleging the non-compliance true and complete list of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits Authorization held by Parent. No notice or consent is required for the operation of their businesses, operations and assets, all any such Environmental Permits are Authorization to remain in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any effect following consummation of the properties currently or formerly ownedContemplated Transactions, leased or operated by any Acuren Entity in a quantity, manner or condition which except as would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not causedhave, and would not reasonably be expected to causehave, an Acuren a Parent Material Adverse Effect;. (vic) Except as would not have, and would not reasonably be expected to have a Parent Material Adverse Effect, (i) there is has been no site to which Release of Hazardous Substances at any Acuren Entity real property currently or formerly owned, operated or leased Parent, and (ii) Parent has transported not arranged, by contract, agreement or arranged otherwise, for the transport transportation, treatment or disposal of Hazardous Materials Substances at any location. (d) There are no Legal Proceedings pending, or, to the Knowledge of the Parent, threatened against Parent, and since January 1, 2020, or earlier for matters that remain unresolved, Parent has not received any written notice, request for information from a Governmental Authority, demand, letter, citation, summons, complaint, penalty or claim that alleges that Parent is the subject of not in material compliance with, any Environmental Claim or Liability for an Environmental Claim; andLaw, except in each case as would not have, and would not reasonably be expected to have, a Parent Material Adverse Effect. (viie) no Acuren Entity Parent has entered into Made Available to the Company copies of all material assessments, reports, audits and all material documents in their possession or agreed under their control that relate to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to Parent’s compliance with Environmental Laws or any Liability for an under any Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II Law or the environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations condition of any Acuren Entityreal property that Parent currently owns, operates or leases or formerly has owned, operated, or leased.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultas, individually or in the aggregate, in an Acuren would not reasonably be expected to have a REIT I Material Adverse Effect: : (i) each Acuren Entity isno notification, demand, directive, request for information, citation, summons, notice of violation or order has been received, no complaint has been filed, no penalty has been asserted or assessed and no investigation, action, suit or proceeding is pending or, to the Knowledge of REIT I, is threatened relating to any of the REIT I Parties, any of the REIT I Subsidiaries or any of their respective properties, and since December 31relating to or arising out of any Environmental Law, 2021 has any Environmental Permit or Hazardous Substance; (ii) the REIT I Parties, the other REIT I Subsidiaries and their respective properties are and have been, in compliance with all Environmental Laws and all applicable Environmental Laws, and no Acuren Entity has received any written communication Permits; (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (iiiii) each Acuren Entity has obtained of the REIT I Parties and each other REIT I Subsidiary is in possession of all Environmental Permits required necessary for REIT I and each REIT I Subsidiary to own, lease and, to the operation extent applicable, operate its properties or to carry on its respective business substantially as they are being conducted as of their businessesthe date hereof, operations and assets, all such Environmental Permits are valid and in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied effect with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending ornecessary applications for renewal thereof having been timely filed, except where the failure to Acuren’s Knowledge, threatened against any Acuren Entitybe in possession of, or any Person as the failure to which an Acuren Entity has retained be valid or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimin full force and effect of, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently Environmental Permits, individually or formerly ownedin the aggregate, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a REIT I Material Adverse Effect; ; (viiv) there is no site to which any Acuren Entity has transported or arranged for the transport and all Hazardous Substances disposed of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, by REIT I and each REIT I Subsidiary was done so in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance accordance with all applicable Environmental Laws or and Environmental Permits; (v) REIT I Parties, any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.REIT 29

Environmental Matters. As of the Closing Date (or, with respect to the Liberty Parties, as of the Third Amendment Effective Date), except as set forth on Schedule 4.13, (a) Except as to Global Parent’s knowledge, no Loan Party’s nor any of its Subsidiaries’ (excluding the Excluded Entities) properties or assets has not resultedever been used by a Loan Party, and would not reasonably be expected its Subsidiaries (excluding the Excluded Entities) or by previous owners or operators in the disposal of, or to resultproduce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release, or transport was in violation of any applicable Environmental Law, except such non-compliance that, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would could not reasonably be expected to cause, an Acuren result in a Material Adverse Effect; , (vib) there is to Global Parent’s knowledge, no site Loan Party’s nor any of its Subsidiaries’ (excluding the Excluded Entities) properties or assets has ever been designated or identified in any manner pursuant to which any Acuren Entity has transported or arranged for the transport of environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries (excluding the Excluded Entities) has received notice that is the subject of a Lien arising under any Environmental Claim Law has attached to any revenues or Liability for an Environmental Claim; and to any Real Property owned or operated by a Loan Party, and (viid) no Acuren Entity has entered into Loan Party nor any of its Subsidiaries (excluding the Excluded Entities) nor any of their respective facilities or agreed to any consent decree, order, or settlement or other agreement, or operations is subject to any judgmentoutstanding written order, consent decree, or order or other agreement, in settlement agreement with any judicial, administrative, arbitral, or other forum for dispute resolution, Person relating to compliance with any Environmental Laws Law or any Environmental Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reportsthat, studies, inspections and audits individually or in the possession of the Acuren Entitiesaggregate, could reasonably be expected to result in each case, relating to the current or former properties or operations of any Acuren Entitya Material Adverse Effect.

Environmental Matters. (a) Except as has not resultedreflected in the Buyer Financial Statements, and would not reasonably be expected to result, except for any such matter that individually or in the aggregate, in an Acuren aggregate would not constitute a Buyer Material Adverse Effect: (ia) each Acuren Entity isof the Buyer Group Entities and its assets, real properties and since December 31, 2021 has been, operations are in compliance with all applicable Environmental Laws, Law and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolvedPermits; (iib) each Acuren Entity has of the Buyer Group Entities has, as applicable, developed and submitted or obtained and maintained all Environmental Permits required necessary for the conduct and operation of their businessesits business as currently conducted and operated, operations and assets, all such Environmental Permits are in full force and effecteffect and to the Knowledge of the Buyer Parties, there is no appeal nor any other Action is pending or threatened challenge to any Environmental Permit or reason to believe any pending application for any Environmental Permit will not be approved in reasonably acceptable form and substance; (c) none of the Buyer Group Entities has been threatened received any written notice from any Person alleging, with respect to revoke any such of the Buyer Group Entities, the violation of or liability under any Environmental Law (including liability as a potentially responsible party under CERCLA or any analogous state laws) or any Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any the Knowledge of the properties currently or formerly ownedBuyer Parties, leased or operated by any Acuren Entity in a quantity, manner no occurrence or condition which exists that would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability result in the receipt of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entitysuch notice; (vd) all there has been no Release of any Hazardous Materials generated, used, treated, handled or stored Material at, on, under or transported to from any real properties or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed facilities as a result of in a manner the operations of the Buyer Group Entities that has not causedbeen remediated as required by any Environmental Law or Environmental Permit or otherwise adequately reserved for in the Buyer Financial Statements and to the Knowledge of the Buyer Parties, and there is no occurrence or condition relating to any such Release that would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which result in any Acuren Entity has transported or arranged for of the transport of Hazardous Materials that is the subject of Buyer Group Entities having liability under any Environmental Claim Law or Liability for an Environmental ClaimPermit; and (viie) no Acuren Entity has entered into the Buyer Group Entities have provided or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has otherwise made available to NV5 the MLP Group Entities true and complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession environmental assessment reports that have been prepared by or on behalf of the Acuren Buyer Group Entities and that are in any of the Buyer Group Entities’ possession. This Section 5.11, in each caseand Sections 5.2(b) and 5.2(c), relating 5.5, 5.9 and 5.13 hereof, constitute the sole and exclusive representation and warranty of the Buyer Parties with respect to Environmental Permits, the current Release of or former properties or operations of any Acuren Entityexposure to Hazardous Materials and Environmental Law.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually or result in the aggregate, in an Acuren a Buyer Material Adverse Effect:, each of the Buyer and each Subsidiary of the Buyer possess all Environmental Permits required under applicable Environmental Laws to conduct their current business and to use and occupy the Buyer Real Property for their current business. Except as would not reasonably be expected to result in a Buyer Material Adverse Effect, all Environmental Permits are in full force and effect and the Buyer and each Subsidiary of the Buyer are, and to the Buyer’s knowledge have at all times been, in compliance with the terms and conditions of such Environmental Permits. (b) No suspension, cancellation or revocation of any Environmental Permits possessed by Buyer or any Subsidiary of the Buyer is pending or, to the knowledge of Buyer or any Subsidiary of the Buyer, threatened. (c) Except as would not be reasonably expected to result in a Buyer Material Adverse Effect, the Buyer and each Subsidiary of the Buyer are in compliance with, and within the period of all applicable statutes of limitation have complied with, all applicable Environmental Laws and have not received notice of any liability under any Environmental Law. (d) To the Buyer’s knowledge, there is no Legal Proceeding, notice of violation, notice or demand letter or request for information pending against the Buyer or any Subsidiary of the Buyer to make good, repair, reinstate or clean up any of the Buyer Real Property or, to the Buyer’s knowledge, any real property previously owned, leased, occupied or used by the Buyer or any Subsidiary of the Buyer. (e) No real property or facility presently or formerly owned, operated or leased by Buyer or any Subsidiary of the Buyer is listed on the National Priorities List maintained under CERCLA, or to the Buyer’s knowledge, proposed for such listing. Neither the Buyer nor any Subsidiary of the Buyer has received any written notification of potential or actual liability or any request for information under CERCLA. (f) Except as would not reasonably be expected to result in a Buyer Material Adverse Effect, to the Buyer’s knowledge, (i) each Acuren Entity isthere has not been any disposal, spill, discharge, or release of any Hazardous Material by the Buyer or any Subsidiary of the Buyer, on, at, or under any Buyer Real Property, and since December 31(ii) there are no Hazardous Materials located in, 2021 at, on, or under any Buyer Real Property that could reasonably be expected to require investigation, removal, remedial, or corrective action by the Buyer or any Subsidiary of the Buyer. (g) The Buyer and each Subsidiary of the Buyer has beendisposed of all wastes, including those wastes containing Hazardous Materials, in compliance with all applicable Environmental Laws, Laws and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for except where the operation of their businesses, operations and assets, all failure to make such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and disposition would not reasonably be expected to cause, an Acuren result in a Buyer Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (bh) Acuren has made available to NV5 complete The Buyer and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession each Subsidiary of the Acuren EntitiesBuyer have taken all actions necessary under the Toxic Substances Control Act, 15 USC, 2601 et seq. to register any products or materials required to be registered by Buyer or any Subsidiary of the Buyer (or any of their respective agents) thereunder, except where the failure to make such registration would not reasonably be expected to result in each case, relating to the current or former properties or operations of any Acuren Entitya Buyer Material Adverse Effect.

Environmental Matters. (a) Except as set forth on Schedule 6.15(a), each of the Borrower and its Subsidiaries has not resulted, and would not reasonably be expected complied in all material respects (except for instances of noncompliance that have been resolved prior to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (iClosing Date) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, including without limitation, compliance with permits, licenses, standards, schedules and no Acuren Entity timetables issued pursuant to Environmental Laws, and is not in violation of, and does not presently have outstanding any liability under, has not been notified that it is or may be liable under and does not have knowledge of any liability or potential liability under any applicable Environmental Law, including without limitation, the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 ("CERCLA"), the Federal Water Pollution Control Act, as amended ("FWPCA"), the Federal Clean Air Act, as amended ("FCAA"), and the Toxic Substance Control Act ("TSCA"), which violation, liability or potential liability could reasonably be expected to have a Materially Adverse Effect. (b) Except as set forth on Schedule 6.15(b), neither the Borrower nor any of its Subsidiaries has received a written request for information under CERCLA or any analogous state law, or written notice that any such entity has been identified as a potential responsible party under CERCLA, or any analogous state law, nor has any such entity received any written communication (whether from notification that any Hazardous Substance that it or any of its respective predecessors in interest has generated, stored, treated, handled, transported, or disposed of, has been released or is threatened to be released at any site at which any Person intends to conduct or is conducting a Governmental Authority, citizens group remedial investigation or other third partyaction pursuant to any applicable Environmental Law, or any other Environmental Laws. (c) alleging Except as set forth on Schedule 6.15(c), each of the non-compliance Borrower and its Subsidiaries has obtained all permits, licenses or other authorizations which are material for the conduct of any Acuren Entity with their respective operations under all applicable Environmental Laws that remains unresolved; (ii) and with respect to which each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are authorization is in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (bd) Acuren has made available to NV5 complete Except as set forth in Schedule 6.15(d), each of Borrower and correct copies of its Subsidiaries complies in all Phase I material respects with all laws and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, regulations relating to the current or former properties or operations of any Acuren Entityequal employment opportunity and employee safety in all jurisdictions in which it is presently doing business.

Environmental Matters. (a) Except as has not resulted, and set forth in Schedule 5.16 hereto or as would not reasonably be expected to result, individually or in the aggregate, in an Acuren not have a Material Adverse Effect: (ia) the operations of Sellers and each Acuren Entity isof their Subsidiaries, with respect to the Business, are and since December 31, 2021 has been, have been in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining in good standing and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity complying with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for necessary to operate the operation of their businesses, operations Business and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action action or proceeding is pending or has been or, to the Knowledge of Sellers, threatened to revoke revoke, modify or terminate any such Environmental Permit, and, to the Knowledge of Sellers, no facts, circumstances or conditions currently exist that could adversely affect such continued compliance with Environmental Laws and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitPermits; (b) with respect to the Business, neither Sellers nor any of their Subsidiaries is the subject of any outstanding written order or Contract with any Governmental Body or Person respecting (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material; (c) no Environmental Claim claim has been made or is pending or, to Acuren’s Knowledgethe Knowledge of Sellers, threatened against Sellers nor any Acuren Entityof its Subsidiaries, alleging, with respect to the Business, that either or both Sellers, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimof its Subsidiaries, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity may be in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject violation of any Environmental Claim Law or Liability for an any Environmental ClaimPermit or may have any liability under any Environmental Law; and (viid) no Acuren Entity has entered into the transactions contemplated hereunder do not require the consent of or agreed filings with any Governmental Body with jurisdiction over Sellers with respect to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimenvironmental matters. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resultedEKCO and each EKCO Subsidiary is, and has been, in compliance with applicable Environmental Laws, except as would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect:. (b) Neither EKCO nor any EKCO Subsidiary has received written notice alleging that (i) each Acuren Entity is, and since December 31, 2021 has been, EKCO or any EKCO Subsidiary is in compliance with all violation of any applicable Environmental LawsLaw, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group which violation is unresolved or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained that EKCO or any EKCO Subsidiary is obligated to undertake, or to bear all Environmental Permits required for or any portion of the operation cost of, any Cleanup, which, in the case of their businessesclauses (i) or (ii), operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened would reasonably be expected to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;have a Material Adverse Effect. (iiic) There have been no Environmental Claim is pending orreleases, to Acuren’s Knowledge, threatened against spills or discharges of Regulated Materials (as hereinafter defined) on or underneath any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties location currently or formerly owned, leased or otherwise operated by EKCO or any Acuren Entity in a quantityof the EKCO Subsidiaries (the "Properties"), manner which release, spills or condition which discharges would reasonably be expected to (i) require investigationhave a Material Adverse Effect. There are no pending or, removalto the knowledge of EKCO, threatened claims, liens or remediation by any Acuren Entity under encumbrances resulting from Environmental Laws with respect to any of the EKCO Properties, which claims, liens or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and encumbrances would not reasonably be expected to cause, an Acuren have a Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (bd) Acuren has made available Regulated materials have not been disposed of or arranged to NV5 complete and correct copies be disposed of all Phase I and Phase II environmental site assessments and other material written reportsby EKCO or any EKCO Subsidiary in violation of, studiesor in a manner or to a location that could reasonably be expected to give rise to liability under, inspections and audits in Environmental Laws that could reasonably be expected to have a Material Adverse Effect. (e) For purposes of this Agreement the possession of following terms shall have the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.following meanings:

Environmental Matters. (a) Except Parent and the Parent Subsidiaries (i) are in compliance with all Environmental Laws, and (ii) are in compliance with their respective Environmental Permits, except, in each case, as has not resultedhad, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Parent Material Adverse Effect:. (ib) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity Neither Parent nor any Parent Subsidiary has received any written communication (whether from a Governmental Authoritynotice alleging that Parent or any Parent Subsidiary may be in violation of, citizens group or other third party) alleging have liability under, any Environmental Law, the non-compliance subject of any Acuren Entity with applicable Environmental Laws that which remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all except as such Environmental Permits are in full force and effect, no appeal nor any other Action is pending violation or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that liability has not causedhad, and would not reasonably be expected to causehave, an Acuren individually or in the aggregate, a Parent Material Adverse Effect;. (vic) there is no site to which Neither Parent nor any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity Parent Subsidiary has entered into or agreed to any consent decree, order, decree or settlement or other agreement, order or is subject a party to any judgment, decree, decree or judicial order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws Laws, Environmental Permits or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren EntitiesHazardous Materials that, in each case, relating would be reasonably likely to result in material liability for Parent or any Parent Subsidiary. (d) Since January 1, 2017, neither Parent nor any Parent Subsidiary has (i) contractually assumed any material liability of another Person under any Environmental Law or (ii) released Hazardous Materials on any real property owned, leased or operated by Parent or the current Parent Subsidiaries, in each case, except as has not had, and would not reasonably be expected to have, individually or former properties in the aggregate, a Parent Material Adverse Effect. (e) Notwithstanding any other provision of this Agreement, this Section 5.12 contains the exclusive representations and warranties of the Parent Parties with respect to Environmental Laws, Hazardous Materials or operations of any Acuren Entityother environmental matters.

Environmental Matters. (a) Except as has not resultedset forth on Schedule 4.10, and or except as would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Material Adverse Effect: : (ia) each Acuren Entity isthe Acquired Company holds, and since December 31and, 2021 for the past seven (7) years , has beenheld, in compliance all Material Permits issued under or with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with respect to applicable Environmental Laws that remains unresolved; (ii“Environmental Permits”) each Acuren Entity has obtained all Environmental Permits required necessary for the operation of their businessesAcquired Company to operate its business as it is currently being operated, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor and the Acquired Company is, and, for the past seven (7) years, has been, in compliance with the requirements of all Environmental Laws and all Environmental Permits; (b) the Acquired Company, since January 1, 2022, has not entered into or been subject to any Order, or received any written notice, regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential Liabilities, including any investigatory, remedial, or corrective obligations, arising under Environmental Laws, except for Orders or notices, with respect to matters that have been resolved, settled, or withdrawn; (c) (i) the Acquired Company has not caused any Release from, in, on, or beneath any of the Real Property that could reasonably be expected to form a basis for an Environmental Claim or otherwise require a notification, investigation, remediation, abatement, or other Action is pending or has been threatened to revoke any such similar action by the Acquired Company under Environmental PermitLaws, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such (ii) there are no written Environmental Permit; (iii) no Environmental Claim is Claims pending or, to AcurenSeller’s Knowledge, threatened in writing against any Acuren Entitythe Acquired Company; (d) no active or abandoned underground storage tanks or other units for the treatment, storage, or disposal of Hazardous Material are present or have been present at any Person as Real Property; (e) the Acquired Company has not: (i) expressly assumed or undertaken any Liabilities relating to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Laws of another Person, or (ii) agreed to indemnify any other Person for, any against Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise Laws. Notwithstanding anything to Liability of any Acuren Entitythe contrary in this Agreement, (ii) interfere with any Acuren Entitythe representations and warranties set forth in this Section 4.10 are Seller’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generatedsole and exclusive representations and warranties regarding Environmental Laws, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not causedEnvironmental Permits, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimMaterials. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. Except as set forth on Schedule 3.10: (a) Except as has not resulted, and would Other than exceptions that could not reasonably be expected to resultto, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, Holdings and since December 31, 2021 has been, its Subsidiaries (A) are and have been in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a B) have obtained, and maintained in full force and effect, all Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Authorizations arising under Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits are required for the operation conduct of their businesses, operations and assets, all such Real Property in compliance with Environmental Permits are in full force and effect, no appeal Laws; (ii) neither Holdings nor any of its Subsidiaries have received any unresolved written notice, report or other Action is pending written communication regarding any actual or has been threatened alleged material violation of Environmental Laws or any unresolved Environmental Liabilities relating to revoke any such Environmental Permittheir businesses, operations and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitReal Property; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against Release at any Acuren Entity, Real Property or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly facility owned, leased or operated by Holdings or any Acuren Entity in a quantityof its Subsidiaries is occurring that requires notice by Holdings or any of its Subsidiaries to any Governmental Authority, manner any form of Remedial Action under applicable Environmental Law by Holdings or condition which would any of its Subsidiaries, or that could reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair form the fair saleable value of any property basis of an Acuren EntityEnvironmental Claim against Holdings or any of its Subsidiaries; (iv) neither Holdings nor any of its Subsidiaries has by law or contract agreed to, assumed or retained any material Environmental Liability or responsibility for any Environmental Claim, including under any lease, purchase agreement, sale agreement, joint venture agreement or other binding corporate or real estate document or agreement; and (v) all Hazardous Materials generatedthere are no pending or, usedto the knowledge of Holdings or any Borrower, treated, handled threatened Environmental Claims and there are no violations of Environmental Laws or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner Releases that has not caused, and would not could reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for form the transport of Hazardous Materials that is the subject basis of any Environmental Claim or Liability for an such Environmental Claim; and (viivi) no Acuren Entity has entered into or agreed to any consent decree, orderthe Products are being, or settlement or other agreementhave been, or is subject to any judgmentpre-registered and registered within the meaning of the Regulation (EC) No. 1907/2006 concerning the Registration, decreeEvaluation, or order or other agreementAuthorisation and Restriction of Chemicals of the European Union and all rules and regulations promulgated thereunder, in any judicial, administrative, arbitral, or other forum for dispute resolution, and do and will comply with all Environmental Laws relating to compliance with Environmental Laws the Products or any Liability for an Environmental Claimto the sale of the Products in the European Union. (b) Acuren Holdings has made available provided the Administrative Agent, or its agents or consultants, with access to NV5 complete all significant environmental reports, data (including in relation to energy consumption, energy generation and correct copies emissions of all Phase I and Phase II environmental site assessments and other material written reportsgreenhouse gases to the extent such data exists), documents, studies, inspections analyses, investigations, audits and audits reviews in the possession or control of, or otherwise reasonably available to, Holdings or its Subsidiaries as necessary to reasonably disclose any material Environmental Liabilities with respect to any Real Property or facility owned, leased, operated or used by Holdings or any of the Acuren Entitiesits Subsidiaries or any of their Affiliates set forth in such documents, in each casestudies, relating analyses, investigations, audits or reviews. (c) No material Lien has been recorded or, to the current knowledge of Holdings or former properties any Borrower, threatened by any Governmental Authority under any Environmental Law with respect to any Real Property or operations facility owned, leased, operated or used by Holdings or any of its Subsidiaries or any Acuren Entityof their Affiliates. (d) Neither Holdings nor any of its Subsidiaries is subject to, or has taken any action so as to exacerbate, any Environmental Legacy Liabilities which Environmental Legacy Liabilities, or which exacerbation, could reasonably be expected to have a Material Adverse Effect. This Section 3.10 contains the sole and exclusive representations and warranties of Holdings with respect to any environmental, health or safety matters, including without limitation any arising under any Environmental Laws.

Environmental Matters. Except as set forth on Schedule 4.28: (a) Except as has not resulted, and would not reasonably be expected to result, individually or in Neither Seller nor the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity Company has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance notice of violation of any Acuren Entity with applicable Environmental Laws that remains unresolvedLaw relating to the Company or the Assets where such violation has not been cured or otherwise remedied; (iib) With respect to each Acuren Entity Asset, there has obtained all Environmental Permits required for been no disposal, since the operation date the Company acquired such Asset, offsite from the Operated Assets (or, to Seller’s Knowledge, the Non-Operated Assets) by the Company or (to Seller’s Knowledge) any of their businesses, operations and assets, all such contractors of any Hazardous Materials other than in accordance with Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitLaws; (iiic) no Environmental Claim is pending orSeller has made available for review by ▇▇▇▇▇ and its representatives all documents and correspondence in Seller’s, its Affiliates’ or the Company’s possession pertaining to Acurenpotentially material environmental Obligations associated with the Assets; (d) To Seller’s Knowledge, threatened against the Company is not in violation of any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (ive) With respect to each Asset, to Seller’s Knowledge, there has been no release, since the date the Company acquired such Asset, into the environment of any Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would Material that could reasonably be expected to (i) require investigation, removal, cause the Company or remediation by any Acuren Entity under Asset to be subject to a material Remediation obligation pursuant to Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren EntityLaws; (vf) With respect to each Asset, to Seller’s Knowledge, since the date the Company acquired such Asset, the Company has maintained all Hazardous Materials generated, used, treated, handled or stored at, or transported material Permits required under Environmental Law with respect to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental ClaimOperated Assets; and (viig) To Seller’s Knowledge, no Acuren Entity event has entered into occurred which permits, or agreed after the giving of notice or lapse of time or both, would permit, the revocation or termination of any Permit required under Environmental Law with respect to the Assets. Notwithstanding anything to the contrary herein, this Section 4.28 contains the sole and exclusive representations and warranties of Seller with respect to any consent decree, order, or settlement or other agreement, or is subject to matters arising under any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimrelated to Hazardous Materials. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually disclosed in Section 6.02(j) of the Target Disclosure Letter or in the aggregate, in an Acuren Material Adverse Effect:environmental audits/reports listed thereon (all representations being made only to the knowledge of Target): (i) each Acuren None of the Target Group has received written notice that any complaint has been filed that remains unresolved, any penalty has been assessed that has not been paid and any investigation or review is pending or threatened by any Governmental Entity iswith respect to any alleged failure by the Target Group to have any permit required under any applicable Environmental Law or with respect to any treatment, and since December 31storage, 2021 has beenrecycling, transportation, disposal or “release” (as defined in 42 U.S.C. § 9601(22) (“Release”)) by the Target Group of any Hazardous Material in violation of any applicable Environmental Law. (ii) Except in material compliance with all applicable Environmental Laws, (A) there are no asbestos-containing materials present on any Target Property, (B) there are no regulated levels of PCBs present on any Target Property, and (C) there are no Acuren Entity has received any written communication (whether from a Governmental Authorityunderground storage tanks, citizens group active or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required abandoned, used for the operation storage of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor Hazardous Materials currently present on any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;Target Property. (iii) no Environmental Claim is pending orNone of Target, NPI or any Target Subsidiary has received written notice of a claim against any of them, that has not been resolved, to Acuren’s Knowledgethe effect that it is liable to a third party, threatened against any Acuren including a Governmental Entity, or as a result of a Release of a Hazardous Material into the environment in material violation of any Person as applicable Environmental Law at any Target Property nor has any reason to which an Acuren Entity has retained or assumed Liability for believe such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law;a claim is expected. (iv) None of the Target Group has received written notice of (A) any Liens arising under or pursuant to any applicable Environmental Law on any Target Property or (B) any action taken or in process which could subject any Target Property to such Liens. The Target Group currently does not have any duty under any applicable Environmental Law to place any restriction relating to the presence of Hazardous Materials Material at any Target Property which have not already been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity;placed. (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed None of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity the Target Group has transported or arranged for the transport transportation of any Hazardous Materials that Material to any location which is the subject of any action, suit or proceeding that could be reasonably expected to result in claims against the Target Group related to such Hazardous Material for clean-up costs, remedial work, damages to natural resources or personal injury claims, including claims under CERCLA and the rules and regulations promulgated thereunder and, to the knowledge of Target, there is no reasonable basis for such claim. (vi) No Hazardous Materials have been or are threatened to be spilled, released, discharged or disposed of at any site presently or formerly owned, operated, leased or used by the Target Group, or, to the knowledge of Target, are present in the soil, sediment, water or groundwater at any such site. No Target Property is listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA or on any similar list of sites under any applicable Environmental Claim Law of any other Governmental Entity where such listing requires active investigation or Liability for an Environmental Claim; andclean-up. (vii) no Acuren Entity None of the Target Group has entered into in its possession or agreed control any environmental assessment or investigation reports prepared within the last five years that disclose a material environmental condition with respect to any consent decree, order, the Target Properties which has not been addressed or settlement or other agreement, remediated (or is not in the process of being remediated) or been made the subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for of an Environmental Claimenvironmental insurance policy maintained by the Target Group. (bviii) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits Except as set forth in the possession Section 6.02(j)(viii) of the Acuren EntitiesTarget Disclosure Letter, Target has not entered into any agreements to provide indemnification to any third party purchaser since January 1, 2003, or to any lender with respect to existing loans, pursuant to Environmental Laws in each caserelation to any property or facility previously owned or operated by the Target Group. (ix) The backup generator at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ that exhibited oil spill characteristics was the result of an overfill, relating to the current or former properties or operations of any Acuren Entitynot a spill, and there is no subsurface impact.

Environmental Matters. (a) Except as set forth in the Phase I Environmental Site Assessment dated September 6, 2012 (the “Phase I Report”), by AEI Consultants (AEI Project No. 311512), to the Knowledge of the Seller, the Seller (i) is in compliance in all material respects with all Environmental Laws in connection with the Business and the Real Property, (ii) is not liable under any Environmental Laws in connection with the Business or the Real Property for any material response, removal, remediation or other costs to clean-up Hazardous Substances, (iii) has not resultedreceived any written communication that alleges that it (x) is not, or at any time has not been, in such compliance, or (y) has caused exposure of any natural person to any Hazardous Substances in connection with the Business, (iv) has not caused any Release of Hazardous Substances in violation of any Environmental Laws with respect to the Real Property, or any other real estate adjoining the Real Property, and would not reasonably be expected to result, individually or (v) is in material compliance with any Environmental Permits for the Real Property. (b) Except as set forth in the aggregatePhase I Report, to the Knowledge of the Seller, neither the Seller nor its predecessors have treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Substance, on the Real Property in an Acuren Material Adverse Effectviolation of any Environmental Law. (c) The Seller has provided the Buyers with access to available copies and results of all material reports, assessments, audits, investigations, studies, analyses, tests, or monitoring initiated by the Seller or any Affiliate for Hazardous Substances in, on, or under the Real Property. (d) Except as set forth on the in the Phase I Report, none of the following exists in, on or under the Real Property: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolvedunderground storage tanks; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are asbestos-containing material in full force and effect, no appeal nor any other Action is pending form or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permitcondition; (iii) no Environmental Claim is pending materials or equipment containing polychlorinated biphenyls; or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present atlandfills, on, under, insurface impoundments, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimdisposals areas. (be) Acuren The Seller has made available to NV5 complete not conducted printing or publishing operations at the Real Property. (f) The representations and correct copies of all Phase I warranties set forth in this Section are the Seller’s sole and Phase II exclusive representations and warranties regarding environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitymatters.

Environmental Matters. Except as set forth in Schedule 4.8 or as could not be reasonably expected to have a Material Change: (a) Except as has not resulted, the operations and would not reasonably be expected to result, individually or activities of Seller (in respect of the aggregate, in an Acuren Material Adverse Effect: Business and the Assets) and of the Companies (iincluding the Mexican Assets) each Acuren Entity is, and since December 31, 2021 has been, are in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (iib) each Acuren Entity has none of Seller (in respect of the Business and the Assets) or any of the Companies, the Mexican Assets or the Fee Properties is subject to any existing, pending or, to Seller’s Knowledge, threatened Legal Proceedings under any Environmental Law; (c) all USA Permits and Mexican Permits, if any, required to be obtained all by Seller or the Companies under any Environmental Permits required for Law in connection with the operation of Business or their businessesrespective properties, operations and assets, all such Environmental Permits the Assets and Mexican Assets have been obtained or filed and are valid and currently in full force and effect, no appeal nor any other Action is pending and if filed, the relevant USA Permits or has been threatened to revoke any such Environmental PermitMexican Permits, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permitwhich shall be delivered by the Closing Date; (iiid) there has been no Release created or caused by Seller or any of the Companies of any Hazardous Material into the environment or, to the Knowledge of Seller, in connection with the Business, the Assets, the Mexican Assets or the Fee Properties; (e) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, Condition created or any Person as to which an Acuren Entity has retained caused by Seller or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by Companies exists at any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental ClaimReal Property; and (viif) no Acuren Entity has entered into none of Seller or agreed to any consent decree, order, or settlement or other agreement, or of the Companies is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with liability under applicable Environmental Laws arising in connection with the transportation and off-site disposal or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations arrangement thereof of any Acuren EntityHazardous Materials by Seller or an Affiliate of Seller from Hazardous Materials that resulted from the Business that are Released or threatened to be Released from any non-Real Property.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity isThe operations of the Borrower's Subsidiaries, Lithia Financial Corporation, Lithia Real Estate, Inc. (collectively, the "Lithia Subsidiaries") and since December 31Borrower comply in all respects with Environmental, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group Health or other third party) alleging the non-compliance Safety Requirements of any Acuren Entity with applicable Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity has obtained the Borrower and the Lithia Subsidiaries have all Environmental Permits permits, licenses or other authorizations required for the operation under Environmental, Health or Safety Requirements of their businesses, operations Law and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any compliance with such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permitpermits; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against neither the Borrower,any Acuren Entityof the Lithia Subsidiaries nor any of their respective present property or operations, or any Person as of their respective past property or operations, are subject to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person forthe subject of, any Liabilities investigation known to the Borrower or any of the Lithia Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any violation of Environmental, Health or Safety Requirements of Law; (B) any remedial action under any Environmental, Health or Safety Requirements of Law; or (C) any claims or liabilities arising pursuant to Environmental Lawfrom the Release or threatened Release of a Contaminant into the environment; (iv) Hazardous Materials have there is not now, nor has there ever been released and are not present at, on, under, in, on or about in the property of the Borrower or any of the properties currently Lithia Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or formerly ownedhazardous waste storage facility of any kind, leased any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or operated by other equipment, or any Acuren Entity asbestos containing material that in a quantity, manner or condition which would reasonably the case of any of the foregoing could be expected to (i) require investigation, removal, result in any claims or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability liabilities in excess of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity;$500,000.00; and (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, neither the Borrower nor any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, Lithia Subsidiaries has any Contingent Obligation in each case, relating to connection with any Release or threatened Release of a Contaminant into the current or former properties or operations of any Acuren Entityenvironment.

Environmental Matters. (a) Except as has not resultedParent and its Subsidiaries are in compliance with all Environmental Laws, and to Parent’s Knowledge, with respect to any surviving time periods specified in all applicable statutes of limitation, any past noncompliance by Parent and its Subsidiaries with Environmental Laws has been resolved, except for any failure to comply or to resolve past noncompliance that would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Parent Material Adverse Effect:. (ib) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person Except as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to causehave, an Acuren individually or in the aggregate, a Parent Material Adverse Effect;, (i) each of Parent and its Subsidiaries has, as applicable, developed and submitted or obtained, maintained and complied with all Environmental Permits necessary for the conduct and operation of its business as currently conducted and operated, and Parent or any applicable Subsidiary of Parent has not received any notice that any such Environmental Permit is not in full force and effect; and (ii) no such Environmental Permit is or will be subject to review, revision, major modification, voidance or prior consent by any Governmental Entity as a result of the consummation of the transactions contemplated by this Agreement. (vic) None of Parent or any of its Subsidiaries has received any notice of any violation of, or liability under, Environmental Laws or Environmental Permits or with respect to Hazardous Materials or the posting or provision of Parent’s Financial Assurance or performance of Decommissioning for Oil and Gas Properties operated by Parent or any of its Subsidiaries as required under Laws or applicable Contracts, which violations or liabilities would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (d) Except as set forth in Section 4.17(d) of the Parent Disclosure Letter, there are no pending or, to Parent’s Knowledge, threatened civil, criminal or administrative Actions, notices of violation, arbitrations or demand letters pursuant to Environmental Laws or Environmental Permits or with respect to Hazardous Materials or the posting or provision of Parent’s Financial Assurance or performance of Decommissioning for Oil and Gas Properties operated by Parent or any of its Subsidiaries as required under Laws or applicable Contracts, which, in each instance, is no site alleged against Parent or any of its Subsidiaries or, to Parent’s Knowledge, related to the Parent Owned Real Property or the Parent Leased Real Property or any other property previously owned or operated by Parent or any of its Subsidiaries for which Parent or any Acuren Entity of its Subsidiaries retains any liabilities and that would reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (e) Neither Parent nor any of its Subsidiaries has received written notice of a release and, to Parent’s Knowledge, none of them has other notice of a release of any Hazardous Materials on, at, or from the Parent Owned Real Property, the Parent Leased Real Property, or their Oil and Gas Properties, except for any release (i) that is (A) in compliance with Environmental Laws or Environmental Permits and (B) occurring in a manner or in quantities or locations that would not require any investigation or remediation of soil or groundwater or any other environmental media, including in an offshore environment, under Environmental Laws, or (ii) that would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. (f) Neither Parent nor any of its Subsidiaries has transported or disposed of, or arranged for the transport of Hazardous Materials that is the subject or disposal of any Environmental Claim Hazardous Material at or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decreeoff-site location which, orderto Parent’s Knowledge, has resulted in, or settlement or other agreementwould reasonably be expected to result in, a liability to Parent that has had, or is subject would reasonably be expected to any judgmenthave, decreeindividually or in the aggregate, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claima Parent Material Adverse Effect. (bg) Acuren has made available To Parent’s Knowledge, there are no Liens applicable to NV5 complete any Parent Owned Real Property, Parent Leased Real Property or its Oil and correct copies Gas Properties arising out of all Phase I and Phase II environmental site assessments and other material written reportsor pursuant to Environmental Laws that have had, studiesor would reasonably be expected to have, inspections and audits individually or in the possession of the Acuren Entitiesaggregate, in each casea Parent Material Adverse Effect. (h) To Parent’s Knowledge, there are no other circumstances or conditions relating to Parent’s Owned Real Property, Leased Real Property or its Oil and Gas Properties or Parent’s operations associated therewith, including with respect to Environmental Permits, Hazardous Materials, Parent’s Financial Assurances and Decommissioning that have resulted in or would reasonably be expected to result in, Parent incurring a liability or obligation, pursuant to any Environmental Laws and that has had, or would reasonably be expected to have, individually or in the current aggregate, a Parent Material Adverse Effect. (i) Parent has provided to the Company true and complete copies of, or former properties access to, all written environmental assessment reports that have been prepared by or operations on behalf of Parent or any Acuren Entityof its Subsidiaries and that are in Parent’s or any of its Subsidiaries’ possession.

Environmental Matters. (a) Except as has set forth in Section 3.1(q) of the VEREIT Disclosure Letter or as otherwise would not resultedhave, and or would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a VEREIT Material Adverse Effect: (i) (A) VEREIT, each Acuren Entity is, VEREIT Subsidiary and since December 31, 2021 has been, each of the VEREIT Properties is in compliance and, except for matters that have been fully and finally resolved, has complied with all applicable Environmental Laws; (B) there is no litigation, investigation, request for information or other claim or proceeding pending or, to the knowledge of VEREIT, threatened against VEREIT or any VEREIT Subsidiary under any applicable Environmental Laws or with respect to Hazardous Materials; (C) VEREIT holds all of the Permits (as defined below) required under applicable Environmental Laws for its current operations and no Acuren Entity is in compliance with the terms of any such Permits; and (D) VEREIT has not received any written communication (whether from a Governmental Authority, citizens group notice of Violation or other third party) alleging the non-compliance of actual or potential liability under any Acuren Entity with applicable Environmental Laws or with respect to Hazardous Materials that remains unresolved, or that any judicial, administrative or compliance order or claim has been issued against VEREIT or any VEREIT Subsidiary which remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for to the operation knowledge of their businessesVEREIT, operations and assets, all such Environmental Permits are in full force and effect, no appeal neither VEREIT nor any other Action is pending VEREIT Subsidiary has used, generated, stored, treated or has been threatened to revoke handled any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of on the properties currently or formerly owned, leased or operated by any Acuren Entity VEREIT Properties in a quantity, manner or condition which that would reasonably be expected to (i) require investigationresult in liability under any Environmental Law, removaland there are currently no underground storage tanks, active or remediation by any Acuren Entity under Environmental Laws abandoned, used now or otherwise give rise to Liability in the past for the storage of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generatedon, usedin or under any VEREIT Properties in Violation of applicable Environmental Laws. To the knowledge of VEREIT, treated, handled neither VEREIT nor any VEREIT Subsidiary nor any other Person has caused a release of or stored at, arranged for the disposal or transported to or from, treatment of Hazardous Materials at any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner site that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site result in liability or remediation obligations to which VEREIT or any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of VEREIT Subsidiary under any Environmental Claim or Liability for an Environmental ClaimLaw; and (viiiii) no Acuren Entity to the knowledge of VEREIT, all Hazardous Material which has entered into or agreed to been removed from any consent decreeVEREIT Properties was handled, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, transported and disposed of at the time of removal in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with applicable Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren Material Adverse Effect: reasonably be expected to have a material adverse effect on Parent, (i) each Acuren Entity isParent and its Subsidiaries hold, and since December 31are currently, 2021 has and at all prior times have been, in continuous compliance with all permits, licenses, registrations and other governmental authorizations required under all applicable foreign, federal, state and local statutes, rules, regulations, ordinances, orders or decrees relating to contamination, pollution or protection of human health, natural resources or the environment (“Environmental Laws”) for Parent to conduct its operations (“Environmental Permits”), and are currently, and at all prior times have been, otherwise in continuous compliance with all applicable Environmental LawsLaws and, to the knowledge of Parent, there is no condition that would reasonably be expected to prevent or interfere with compliance with all applicable Environmental Laws and no Acuren Entity has all applicable Environmental Permits in the future, (ii) Parent and its Subsidiaries have not received any written communication (whether from a Governmental Authoritynotice, citizens group claim, demand, action, suit, complaint, proceeding or other third party) communication by any person alleging the non-compliance any violation of, or any actual or potential liability under, any Environmental Laws (an “Environmental Claim”), and Parent has no knowledge of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental PermitClaim, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending orhazardous, to Acuren’s Knowledgedangerous or toxic substance, threatened against any Acuren Entityincluding without limitation, petroleum (including without limitation crude oil or any Person as to which an Acuren Entity has retained fraction thereof), asbestos and asbestos-containing materials, polychlorinated biphenyls, radon, fungus, mold, urea-formaldehyde insulation or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising material that is regulated pursuant to any Environmental Law; (iv) Hazardous Materials have not Laws or that could result in liability under any Environmental Laws has been generated, transported, treated, stored, installed, disposed of, arranged to be disposed of, released and are not present or threatened to be released at, on, under, in, from or about under any of the properties or facilities currently or formerly owned, leased or operated otherwise used by any Acuren Entity Parent or its Subsidiaries, in violation of, or in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise a location that could give rise to Liability liability to Parent or its Subsidiaries under Environmental Laws, and (iv) Parent and its Subsidiaries have not assumed, contractually or by operation of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or fromlaw, any property currently owned liabilities or operated by any Acuren Entity have been properly stored, handled, recycled, re-used obligations under or disposed of in a manner that has not caused, and would not reasonably be expected relating to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has does not resulted, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Comet Material Adverse Effect: (ia) Comet and each Acuren Entity of its Subsidiaries is, and since December 31, 2021 has been, been in compliance with all Orders applicable Environmental Lawsto it and any applicable Law (including common law) related to (i) any exposure to or the release of pollutants, contaminants, hazardous, toxic or radioactive substances or wastes (including petroleum, asbestos and no Acuren Entity has received any written communication silica) (whether from a Governmental Authority“Hazardous Materials”), citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) human health, worker safety, process safety, mine safety, exploration, production and mining activities (including reclamation obligations), natural resources, or the protection or preservation of the environment (“Environmental Laws”). (b) Comet and each Acuren Entity has obtained Subsidiary of Comet hold all Environmental Permits required under Environmental Laws for the operation conduct of their businesses, operations and assets, all such respective businesses (the “Comet Environmental Permits”). All Comet Environmental Permits are in full force and effecteffect and there exists no default thereunder or breach thereof, and Comet has no appeal nor any other Action is pending notice or knowledge that such Comet Environmental Permits will not be renewed in the ordinary course. No Governmental Entity has been given, or to the knowledge of Comet, threatened to revoke give, any such action to terminate, cancel or reform any Comet Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;. (iiic) no Environmental Claim is No Proceedings, governmental investigations or employee or third party claims are pending or, to Acuren’s Knowledgethe knowledge of Comet, threatened against Comet or its Subsidiaries that allege the violation of or seek to impose liability pursuant to any Acuren EntityEnvironmental Law. (d) Neither Comet nor any of its Subsidiaries has received any notice of noncompliance with, violation of, or liability or potential liability under any Person as Environmental Law that remains unresolved. Neither Comet nor any of its Subsidiaries is subject to which an Acuren Entity has retained any outstanding consent decree or assumed Liability for such Order under any Environmental Claim Law or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed relating to assume from the cleanup of or other obligation with respect to any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law;Hazardous Materials. (ive) There are no Hazardous Materials have not been released and are not present at, in, under or migrating to or from properties owned or leased by Comet or each Subsidiary that require response, removal or remediation under Environmental Laws. (f) Neither Comet nor any of its Subsidiaries is subject to any liability under Environmental Laws for a Release of any Hazardous Materials on, under, in, from or about to the property of any of the properties currently or formerly owned, leased or operated by any Acuren Entity third Person. As used in a quantity, manner or condition which would reasonably be expected to this Section 5.15 and in Section 6.15: (i) require investigationthe term “Release” means any release, removalspill, effluent, emission, emptying, leaking, pumping, pouring, injection, deposit, dumping, disposal, discharge, dispersal, leaching, escaping or remediation by any Acuren Entity under Environmental Laws migration into or otherwise give rise to Liability of any Acuren Entity, through the Environment and (ii) interfere with any Acuren Entity’s continued operations or the term “Environment” means (iiiA) impair the fair saleable value of any property of an Acuren Entity; land, including surface land and sub-surface strata; (vB) all Hazardous Materials generatedwater, usedincluding coastal and inland water, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, surface waters and would not reasonably be expected to cause, an Acuren Material Adverse Effect; ground waters; and (viC) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimindoor and ambient air. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resultedset forth in Schedule 12(a)(7)(a), the location, construction, -------------------- ownership, occupancy, maintenance, operation and would not reasonably be expected to result, individually or in use of the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, Malibu Property is in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance with which would or is reasonably likely to have a Material Adverse Effect. (b) Except as set forth in Schedule 12(a)(7)(b), all Permits with respect to -------------------- the use of any Acuren Entity with applicable the Malibu Property which are required pursuant to Environmental Laws that remains unresolved; (ii) each Acuren Entity has have been obtained all Environmental Permits required for and the operation of their businesses, operations and assets, all such Environmental Permits same are in full force and effect, no appeal nor effect (other than any other Action is pending Permit where the failure to obtain such Permit or its lapse would not have a Material Adverse Effect) and there has been threatened no change in any fact or circumstance reported or assumed in any application for or grant thereof that would or is reasonably likely to revoke have a Material Adverse Effect on the validity of any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;Permit or the renewal or transfer thereof. (iiic) Except as set forth in Schedule 12(a)(7)(c), (i) Neither Semele nor the -------------------- Partnership has received (nor has knowledge of) any Environmental Citations and (ii) no Environmental Claim Citation is pending or, to Acuren’s Knowledgethe knowledge of Semele, threatened against under any Acuren EntityEnvironmental Law concerning the past or present ownership, maintenance, operation or occupancy of the Malibu Property, or any Person portion thereof or concerning the Partnership or which relates to Hazardous Activity or Hazardous Materials. Except as set forth on Schedule 12(a)(7)(c) hereto, to which an Acuren Entity has retained the -------------------- knowledge of Semele, no basis exists for any governmental investigation or assumed Liability for any such Environmental Claim Citation to be instituted or provided an indemnity for such filed. Except as set forth in Schedule 12(a)(7)(c) Semele has not been advised in writing by any governmental -------------------- agency or any previous owner that any previous owner or any past operator, user or occupant of the Malibu Property has received any Environmental ClaimCitations. (d) Except as set forth in Schedule 12(a)(7)(d), and no Acuren Entity the Partnership has contractually agreed not -------------------- permitted, conducted, nor is Semele or the Partnership aware of any Hazardous Activity conducted with respect to assume from any other Personthe Malibu Property in violation of, or indemnify creating any other Person forliability under, any Liabilities arising pursuant Environmental Law the non-compliance with which or liability under would or is reasonably likely to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (be) Acuren has made available Except as set forth in Schedule 12(a)(7)(e), to NV5 complete and correct copies the knowledge of all Phase I and Phase II environmental site assessments and other material written reportsSemele, studies, inspections and audits -------------------- there are no Hazardous Materials present in the possession surface water, groundwater or soil (either surface or subsurface) at the Malibu Property or at any geologically or hydrologically connected property including, without limitation, any Hazardous Materials contained in barrels, above or underground storage tanks, landfills, land disposals, land treatment units, waste piles, containment buildings, dumps, solid waste management units, equipment (movable or fixed) or other containers, either temporary or permanent, and deposited or located in or on land, water, sumps, or any other part of the Acuren EntitiesMalibu Property or such connected property, or incorporated into any structure thereon, in each caseviolation of, or creating any liability under, any Environmental Law the non-compliance with which or liability under would or could have a Material Adverse Effect. (f) Except as set forth in Schedule 12(a)(7)(f), the Partnership has not -------------------- been accused, or found liable under any Environmental Law and, to the knowledge of Semele, the Partnership is not now under investigation in respect thereof and neither the Malibu Property nor any other site or facility (as defined under CERCLA) of the Partnership is listed or proposed for listing on the National Priorities List or is listed on the Comprehensive Environmental Response, Compensation, Liability Information System List or any comparable list maintained by any foreign, federal, state, regional, county or local authority. Except as set forth in Schedule 12(a)(7)(f) there are no proceedings pending, or -------------------- to the knowledge of Semele, threatened, under any Environmental Law against or affecting the Partnership or the Malibu Property in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, would or could have a Material Adverse Effect. The Partnership is not in default with respect to any order of any court or governmental authority or arbitration board or tribunal relating to the current or former properties or operations of any Acuren EntityEnvironmental Laws.

Environmental Matters. (a) Except as has would not resultedhave, and or would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a ProLogis Material Adverse Effect: (i) (A) ProLogis, each Acuren Entity is, ProLogis Subsidiary and since December 31, 2021 has been, each of the ProLogis Properties is in compliance with all applicable Environmental Laws; (B) there is no litigation, investigation, request for information or other proceeding pending or, to the knowledge of ProLogis, threatened against ProLogis or any ProLogis Subsidiary under any applicable Environmental Laws; and no Acuren Entity (C) ProLogis has not received any written communication (whether from a Governmental Authority, citizens group notice of violation or other third party) alleging the non-compliance of potential liability under any Acuren Entity with applicable Environmental Laws that remains unresolved, or that any judicial, administrative or compliance order has been issued against ProLogis or any ProLogis Subsidiary which remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for To the operation knowledge of their businessesProLogis, operations and assets, all such Environmental Permits are in full force and effect, no appeal neither ProLogis nor any other Action is pending ProLogis Subsidiary has used, generated, stored, treated or has been threatened to revoke handled any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of on the properties currently or formerly owned, leased or operated by any Acuren Entity ProLogis Properties in a quantity, manner or condition which that would reasonably be expected to (i) require investigationresult in liability under any Environmental Law, removaland there are currently no underground storage tanks, active or remediation by abandoned, used for the storage of Hazardous materials on, in or under any Acuren Entity under ProLogis Properties in violation of applicable Environmental Laws Laws. To the knowledge of ProLogis, neither ProLogis nor any Subsidiary of ProLogis has caused a release of Hazardous Materials on the ProLogis Properties and, to the knowledge of ProLogis, no other Person has caused a release or otherwise give rise to Liability threatened release of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or Hazardous Materials on the ProLogis Properties. (iii) impair To the fair saleable value knowledge of any property of an Acuren Entity; (v) ProLogis, all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, Material which has been removed from any property currently owned or operated by any Acuren Entity have been properly stored, ProLogis Properties was handled, recycled, re-used or transported and disposed of at the time of removal in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with applicable Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except Parent and the Parent Subsidiaries (i) are in compliance with all Environmental Laws, and (ii) are in compliance with their respective Environmental Permits, except, in each case, as has not resultedhad, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Parent Material Adverse Effect:. (ib) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity Neither Parent nor any Parent Subsidiary has received any written communication (whether from a Governmental Authoritynotice alleging that Parent or any Parent Subsidiary may be in violation of, citizens group or other third party) alleging have liability under, any Environmental Law, the non-compliance subject of any Acuren Entity with applicable Environmental Laws that which remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all except as such Environmental Permits are in full force and effect, no appeal nor any other Action is pending violation or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that liability has not causedhad, and would not reasonably be expected to causehave, an Acuren individually or in the aggregate, a Parent Material Adverse Effect;. (vic) there is no site to which Neither Parent nor any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity Parent Subsidiary has entered into or agreed to any consent decree, order, decree or settlement or other agreement, order or is subject a party to any judgment, decree, decree or judicial order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws Laws, Environmental Permits or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren EntitiesHazardous Materials that, in each case, relating would be reasonably likely to result in material liability for Parent or any Parent Subsidiary. (d) Since January 1, 2019, neither Parent nor any Parent Subsidiary has (i) contractually assumed any material liability of another Person under any Environmental Law or (ii) released Hazardous Materials on any real property owned, leased or operated by Parent or the current Parent Subsidiaries, in each case, except as has not had, and would not reasonably be expected to have, individually or former properties in the aggregate, a Parent Material Adverse Effect. (e) Notwithstanding any other provision of this Agreement, this Section 5.12 contains the exclusive representations and warranties of the Parent Parties with respect to Environmental Laws, Hazardous Materials or operations of any Acuren Entityother environmental matters.

Environmental Matters. (a) Except as has for such matters that have not resulted, and had or would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Material Adverse Effect, and except as set forth in Section 3.14(a) of the Company Disclosure Schedule: (i) each Acuren Entity ismembers of the Alkali Group, the facilities and operations on the Real Property and the operation of the Business are, and since December 31April 1, 2021 2015 have been, in compliance with applicable Environmental Laws, including, compliance with all applicable and legally required Reclamation Requirements, including, all financial assurance, security and bonding requirements under applicable Environmental Laws and Environmental Permits (“Financial Assurance”). None of the members of the Alkali Group is currently required to perform reclamation obligations (other than maintaining Financial Assurance) in connection with such member’s Business or Real Property, pursuant to Environmental Law or Contract or as a result of a written direction by any Governmental Entity having jurisdiction that have not been completed. Each of the members of the Alkali Group has posted all Financial Assurances legally required to be posted in connection with such Business and, to the Knowledge of the Company, such member is not required to materially increase the amount of any Financial Assurance with respect to such Business in connection with the transactions contemplated hereunder; (ii) members of the Alkali Group, the facilities and operations on the Real Property and the operation of the Business are and since April 1, 2015 have been, in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity complying with all material Permits required under all applicable Environmental Laws that remains unresolved; and necessary to own or operate the Business or the Real Property (ii) the “Environmental Permits”), and to the Knowledge of the Company, each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations Permit is valid and assets, all such Environmental Permits are in full force and effect, and the transactions contemplated by this Agreement will not adversely affect them. No member of the Alkali Group is in default or violation of any term, condition or provision of any Environmental Permit to which such member is a party and there are no appeal nor any other Action is proceedings pending or, to the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension, termination or has been threatened to revoke any modification of such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions . Each of each such the members of the Alkali Group has timely filed for renewals of any Environmental PermitPermits; (iii) no Environmental Claim is pending or, members of the Alkali Group are subject to Acuren’s Knowledge, threatened against any Acuren Entitypending, or any Person as to which an Acuren Entity has retained the Knowledge of the Company, threatened, claim, Action or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other PersonOrder, or indemnify have received any other Person forwritten notice, alleging that a member of the Alkali Group or the Business is in violation of any Liabilities arising pursuant to Environmental Law or any Environmental Permit or that any member of the Alkali Group has any Liability under any Environmental Law; (iv) Hazardous Materials have not been released and there are not present atno pending or, on, under, in, or about any to the Knowledge of the properties Company, threatened investigations of the Alkali Group or the Business, the Real Property or any other currently or formerly ownedpreviously owned or leased real property of the members of the Alkali Group or used in connection with the operation of the Business under Environmental Laws, leased which have or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to result in any violation of, or any member of the Alkali Group, the Business or Purchaser incurring any Liability pursuant to any Environmental Law; and (v) no member of the Alkali Group has (i) require investigationto the Knowledge of the Company, removaldisposed of, arranged for or permitted the disposal of, Released, or remediation exposed any Person to, any Hazardous Material, or (ii) owned or operated any property or facility contaminated by any Acuren Entity under Environmental Laws or otherwise Hazardous Material, in each case so as to give rise to Liability pursuant to any Environmental Laws, including, Liability for rehabilitation or reclamation of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse EffectReal Property; (vi) there is except for terms and conditions in lease agreements and customer Contracts entered into in the ordinary course of the Business and except for indemnities or agreements that have expired, concluded, been settled, or are no site longer surviving or outstanding, none of the members of the Alkali Group has entered into any indemnity or other agreement with any other Person imposing or assuming Liabilities of such other Person relating to which Environmental Laws or Hazardous Materials; (vii) to the Knowledge of the Company, none of the members of the Alkali Group has arranged directly, or by delegation to any Acuren Entity has transported or arranged Person, for the transport treatment, storage, disposal or recycling of any Hazardous Materials Material at any off-site location or facility that is listed or proposed for listing on the subject National Priorities list or any state list of any sites requiring investigation, remediation or other response action under Environmental Claim or Liability for an Environmental ClaimLaws; and (viib) no Acuren Entity the Seller has entered into provided to the Purchaser all material environmental reports, results of tests, inspections, audits and investigations, pending or agreed to any consent decreeunresolved notices of actual or potential material violation of or material Liability under Environmental Laws, order, or settlement or and other agreement, or is subject to any judgment, decree, or order or other agreementmaterial documents, in any judicialeach case in the possession, administrative, arbitral, custody or other forum for dispute resolution, relating to compliance with Environmental Laws reasonable control of the Seller or any Liability for member of the Seller Group or Alkali Group and material to an understanding of the material Liabilities of the Business under Environmental ClaimLaws. (bc) Acuren has The Parties understand and agree that no representation or warranty is made available to NV5 complete by the Company in this Agreement in respect of environmental matters, other than the representations and correct copies of all Phase I warranties set forth in this Section 3.14 and Phase II environmental site assessments in Section 3.4 and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren EntitySection 3.5.

Environmental Matters. (a) Except as has not resulted, and set forth on Schedule 3.12 or as would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, Sellers and since December 31, 2021 has been, the Business are in compliance with all applicable Environmental Laws, . Sellers have obtained all permits and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with approvals required under applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the ownership and operation of their businesses, operations and assetsthe Business, all such Environmental Permits permits and approvals are in full force and effect, no appeal nor Seller has received written notice of any other Action is pending or has been threatened action to revoke or modify any of such Environmental Permitpermits or approvals, and each Acuren Entity is, the ownership and since December 31, 2021 has, complied operation of the Business is in compliance with all terms and conditions of thereof except, in each such Environmental Permit; (iii) no Environmental Claim is case, as would not reasonably be expected to have a Material Adverse Effect. No Seller has received written notice of any pending or, to Acuren’s Knowledge, or threatened against claim or investigation by any Acuren Entity, Governmental Authority or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person forconcerning material potential liability of any Seller under Environmental Laws in connection with the ownership or operation of the Real Property during the last two (2) years. To the Knowledge of Sellers, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have except as set forth on Schedule 3.12, there has not been released and are not present a Release to the Environment of any Hazardous Substance at, on, underupon, in, from or about under any of the properties currently or formerly Real Property owned, leased or operated by any Acuren Entity Seller or their respective predecessors in a quantity, manner interest or condition other properties upon which would reasonably be expected to (i) require investigation, removal, any Seller's assets are or remediation by were located at any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and time. Except as would not reasonably be expected to cause, an Acuren have a Material Adverse Effect; (vi) there , no Facility is currently, and no site to which such Facility has been, used as a treatment, storage or disposal facility for Hazardous Substances; and no Hazardous Substances are present on any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decreesuch Facility, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, except in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with all applicable Environmental Laws or any Liability for an Environmental ClaimLaws. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reportsExcept as set forth on Schedule 3.12, studies, inspections and audits in the possession none of the Acuren EntitiesSellers is a party to or bound by any contract to indemnify for any claim, demand, action, suit, complaint, proceeding, investigation, demand letter or written notice for non-compliance, violation or any other liability or cost with respect to any Environmental law except, in each such case, relating as would not reasonably be expected to the current or former properties or operations of any Acuren Entityhave a Material Adverse Effect.

Environmental Matters. (ai) Except as has not resultedset forth in Schedule 4.01(m), and would not reasonably be expected (A) each of the Company, each of its Affiliates and, to resultthe best of the Company's actual knowledge, each of its other Environmental Affiliates are in compliance with all applicable Environmental Laws except where noncompliance, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would may not reasonably be expected to cause, an Acuren have a Material Adverse Effect;, (B) each of the Company, each of its Affiliates, and, to the best of the Company's actual knowledge, each of its other Environmental Affiliates has all Environmental Approvals required to operate its business as presently conducted or as reasonably anticipated to be conducted except where the failure to obtain any such Environmental Approval, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect, (C) neither the Company, any of its Affiliates, nor, to the best of the Company's actual knowledge, any of its other Environmental Affiliates has received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company, such Affiliate or such Environmental Affiliate is not in full compliance with all Environmental Laws and where such noncompliance, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect, and (D) to the best of the Company's actual knowledge, there are no circumstances that may prevent or interfere with such full compliance in the future except where such noncompliance, individually or in the aggregate, may not reasonably be expected to have a Material Adverse Effect. (viii) Except as set forth in Schedule 4.01(d), there is no Environmental Claim pending or threatened against the Company, any of its Affiliates or, to the best of the Company's actual knowledge, its other Environmental Affiliates, which, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect. (iii) Except as set forth in Schedule 4.01(m), there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge or disposal of any Material of Environmental Concern, that could form the basis of any Environmental Claims against the Company, any of its Affiliates or, to the best of the Company's actual knowledge, any of its other Environmental Affiliates, which Environmental Claims, individually or in the aggregate, may reasonably be expected to have a Material Adverse Effect. (iv) Without in any way limiting the generality of the foregoing, except as disclosed in Schedule 4.01(m), (A) there are no on-site or off-site locations in which the Company, any of its Affiliates or, to the best of the Company's actual knowledge, any of its other Environmental Affiliates has stored, disposed or arranged for the disposal of Materials of Environmental Concern, (B) there are no underground storage tanks located on property owned or leased by the Company, any of its Affiliates or, to the best of the Company's actual knowledge, any of its other Environmental Affiliates, (C) there is no site to which any Acuren Entity has transported asbestos contained in or arranged for the transport of Hazardous Materials that is the subject forming part of any building, building component, structure or office space owned or leased by the Company, any of its Affiliates or, to the best of the Company's actual knowledge, any of its other Environmental Claim or Liability for an Environmental Claim; and Affiliates, and (viiD) no Acuren Entity has entered into polychlorinated biphenyls (PCBs) are used or agreed stored at any property owned or leased by the Company, any of its Affiliates or, to the best of the Company's actual knowledge, any consent decree, order, or settlement or of its other agreement, or is subject to any judgment, decree, or order or other agreementEnvironmental Affiliates, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating each case the consequences of which may reasonably be expected to compliance with Environmental Laws or any Liability for an Environmental Claimhave a Material Adverse Effect. (bv) Acuren has made available to NV5 complete and correct copies For purposes of all Phase I and Phase II environmental site assessments and other material written reportsthis Section 4.01(m), studies, inspections and audits in the possession “actual” knowledge means knowledge of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitya Responsible Officer.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resulthave, either individually or in the aggregate, in an Acuren a Material Adverse Effect: , or as set forth on Schedule 8.16, none of the Borrower or any of its Restricted Subsidiaries: (a) has failed to comply with any Environmental Law or to obtain, maintain, renew and comply with any permit, license, registration or other approval required under Environmental Law; (b) has become a party to any administrative or judicial proceeding, or been threatened in writing with any such proceeding, that could result in the termination, revocation or modification of any permit, license, registration or other approval required under Environmental Law; (c) possesses knowledge that (i) each Acuren Entity is, and since December 31, 2021 the Borrower or any of its Restricted Subsidiaries has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received become subject to any written communication (whether from a Governmental AuthorityEnvironmental Claim encumbering any Mortgaged Property, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all the Borrower or any of its Restricted Subsidiaries is subject to any Lien imposed pursuant to Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor Law encumbering any other Action is pending Mortgaged Property or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Mortgaged Property contains Hazardous Materials have not been released and are not present at, on, under, in, of a form or about any of the properties currently type or formerly owned, leased or operated by any Acuren Entity in a quantityquantity or location that, manner either individually or condition which in the aggregate, would reasonably be expected to (i) require investigation, removal, result in any Environmental Claim against the Borrower or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations Restricted Subsidiary; or (iiid) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject received written notice of any Environmental Claim or Liability for an threatened Environmental Claim; and (vii) no Acuren Entity has entered into , against or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws affecting the Borrower or any Liability of its Restricted Subsidiaries or any of their material properties other than those which have been fully and finally resolved and for an Environmental Claim. (b) Acuren has made available to NV5 complete which no obligations remain outstanding. This Section 8.16 sets forth the sole representations and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession warranties of the Acuren Entities, in each case, relating Borrower and its Restricted Subsidiaries with respect to the current or former properties or operations of any Acuren Entityenvironmental and occupational health and safety matters and Hazardous Materials.

Environmental Matters. (a) Except (i) ▇▇▇▇▇ Holdings and the ▇▇▇▇▇ Subsidiaries have all environmental permits which are necessary to enable them to conduct their businesses as they currently are being conducted without violating, in any material respect, Environmental and Land Use Laws; (ii) except as set forth on Section 3.15 of the ▇▇▇▇▇ Disclosure Schedule, neither ▇▇▇▇▇ Holdings nor any ▇▇▇▇▇ Subsidiary has received any notice of noncompliance or material liability under any Environmental and Land Use Law which is now pending; (iii) neither A-16 ▇▇▇▇▇ Holdings nor any ▇▇▇▇▇ Subsidiary has performed any acts, including but not limited to releasing, storing or disposing of hazardous materials and, to the Knowledge of ▇▇▇▇▇ Holdings, there is no condition on any property owned or leased by ▇▇▇▇▇ Holdings or any ▇▇▇▇▇ Subsidiary, that would be a basis for material liability of ▇▇▇▇▇ Holdings or any ▇▇▇▇▇ Subsidiary under any Environmental Law; (iv) except as set forth on Section 3.15 of the ▇▇▇▇▇ Disclosure Schedule, neither ▇▇▇▇▇ Holdings nor any ▇▇▇▇▇ Subsidiary is subject to any order of any court or governmental agency requiring ▇▇▇▇▇ Holdings or any ▇▇▇▇▇ Subsidiary to take, or refrain from taking, any actions in order to comply with any Environmental and Land Use Law and no action or proceeding seeking such an order is pending or, insofar as any officer of ▇▇▇▇▇ Holdings is aware, threatened against ▇▇▇▇▇ Holdings or any Engle Subsidiary; (v) to the Knowledge of ▇▇▇▇▇ Holdings, there has not resulted, and would not been exposure of persons to a release or threatened release of hazardous materials in connection with the operations of ▇▇▇▇▇ Holdings or any ▇▇▇▇▇ Subsidiary that could reasonably be expected to result, individually lead to tort claims by third parties of material damages or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, compensation; and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is except as set forth on Section 3.15 of the ▇▇▇▇▇ Disclosure Schedule, ▇▇▇▇▇ Holdings or the ▇▇▇▇▇ Subsidiaries have no site to which Knowledge regarding any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any currently proposed Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement and Land Use Laws or other agreement, organized initiatives that would prohibit or is subject to otherwise substantially restrict any judgment, decree, of ▇▇▇▇▇ Holdings' or order the ▇▇▇▇▇ Subsidiaries' existing material operations or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimbusinesses. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has not resultedEach of the Borrowers and their Subsidiaries have conducted in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and would not as a result thereof each of the Borrowers have reasonably be expected concluded that to resulttheir knowledge, except as disclosed in the environmental reports obtained by the Administrative Agent in connection with the Loans (hereinafter referred to as the “Environmental Reports”), such Environmental Laws and claims could not, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect;. Borrowers make the following additional representations and warranties: (via) there is no site to which To their knowledge, none of the Borrowers nor any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject operator of any Environmental Claim or Liability for an Environmental Claim; and of Borrowers’ properties (vii) no Acuren Entity has entered into or agreed to any consent decree, orderherein collectively called the “Real Estate”), or settlement or other agreementany operations thereon, is in violation, or is subject to alleged violation, of any judgment, decree, order, law, license, rule or regulation pertaining to environmental matters, including without limitation, those arising under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), the Superfund Amendments and Reauthorization Act of 1986 (“▇▇▇▇”), the Federal Clean Water Act of 1977, the Federal Clean Air Act, the Toxic Substances Control Act, the Hazardous Materials Transportation Act, or any other federal, or state or local statute, regulation, ordinance, order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, decree relating to compliance with Environmental Laws health, safety or the environment, which violation involves any Liability for an Environmental ClaimReal Estate or would have a material adverse effect on the environment or a Material Adverse Effect. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession None of the Acuren EntitiesBorrowers has received any written notice from any third party, including without limitation any federal, state or local governmental authority, (i) that it has been identified by the United States Environmental Protection Agency (“EPA”) as a potentially responsible party under CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R. Part ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ (1986); (ii) that any hazardous waste, as defined by 42 U.S.C. § 9601(5), any hazardous substances as defined by 42 U.S.C. § 9601(14), any pollutant or contaminant as defined by 42 U.S.C. §9601(33) or any toxic substances, oil or hazardous materials or other chemicals or substances regulated by any Environmental Laws (collectively, “Hazardous Materials”) which it has generated, transported or disposed of have been found at any site at which a federal, state or local agency or other third party has conducted or has ordered that any Borrower conduct a remedial investigation, removal or other response action pursuant to any Environmental Laws; or (iii) that it is or shall be a named party to any claim, action, cause of action, complaint, or legal or administrative proceeding (in each case, relating contingent or otherwise) arising out of any third party’s incurrence of costs, expenses, losses or damages of any kind whatsoever in connection with Hazardous Materials. (c) To the best knowledge of the Borrowers, and except to the current extent disclosed in the Environmental Reports, no portion of the Real Estate has been used for the handling, processing, storage or former disposal of Hazardous Materials except in accordance with applicable Environmental Laws; and no underground tank or other underground storage receptacle for Hazardous Materials is located on any portion of the Real Estate except in accordance with applicable Environmental Laws; and (i) in the course of any activities conducted by any Borrower or the operators of its properties, no Hazardous Materials have been generated or are being used on the Real Estate except in accordance with applicable Environmental Laws; (ii) there has been no past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (a “Release” or “Releases”) or threatened Release of Hazardous Materials on, upon, into or from the Real Estate, which Release would have an adverse effect on the value of the Real Estate or adjacent properties or operations the environment; (iii) there have been no Releases on, upon, from or into any real property in the vicinity of the Real Estate which, through soil or groundwater contamination, may have come to be located on, and which would have a material adverse effect on the value of, the Real Estate; and (iv) any Acuren EntityHazardous Materials that have been generated on the Real Estate have been transported off-site only by carriers having an identification number issued by the EPA, treated or disposed of only by treatment or disposal facilities maintaining valid permits as required under applicable Environmental Laws, which transporters and facilities have been and are operating in compliance with such permits and applicable Environmental Laws. (d) To the best knowledge of the Borrowers and except as disclosed in the Environmental Reports, no part of the Real Estate is or shall be subject to any applicable environmental clean-up responsibility law or environmental restrictive transfer law or regulation, by virtue of the transactions set forth herein and contemplated hereby.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to result, individually disclosed or in the aggregate, in an Acuren Material Adverse Effectreferenced on Schedule 4.1.8: (i) each Acuren Entity is, 4.1.8.1 The Seller’s ownership of the Assets and since December 31, 2021 has been, operation of the Business as presently owned and operated are in compliance in all material respects with all applicable Environmental Laws and all Environmental Permits. The Seller has disclosed to the Buyers all instances of material non-compliance with applicable Environmental Laws and Environmental Permits occurring at the Facilities, or as a result of operation of the Assets and Facilities, during the last five years, except for non-material matters for which there are no outstanding items of non-compliance. 4.1.8.2 The Seller has obtained all material Environmental Permits required in connection with the operation of the Assets and the conduct of the Business as presently operated and conducted, and all such material Environmental Permits are valid and in full force and effect and are set forth on Schedule 2.1.8. 4.1.8.3 The Assets and the Business are not subject to any outstanding order, injunction, judgment, decree or ruling that arose from the Seller’s operation of the Business or ownership of the Assets and relates to (i) compliance with Environmental Laws, and no Acuren Entity (ii) Remedial Work required to be performed by the Seller, or (iii) any Release of Hazardous Substances. 4.1.8.4 The Seller has not received any written communication (whether from a Governmental Authorityalleging that, citizens group with respect to the Seller’s operation of the Business or other third party) alleging ownership of the non-compliance Assets, the Seller may be in violation of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Law or may have any liability under any Environmental Permits required for the operation of their businesses, operations Law and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to AcurenSeller’s Knowledge, threatened against any Acuren Entityno such communication is threatened. 4.1.8.5 To Seller’s Knowledge, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and there is no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any investigation by a Governmental Authority of the properties currently Business or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which the Assets that would reasonably be expected to (i) require investigationresult in the imposition of any material liability pursuant to any Environmental Law. 4.1.8.6 To Seller’s Knowledge, removalthere are no pending or threatened material restrictions on the ownership, occupancy, use, or remediation by transferability of the Owned Real Property, the Leased Real Property or the Easements arising under any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) Law that would interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value operation of any property the Assets and the conduct of an Acuren Entity;the Business as presently operated and conducted. (v) 4.1.8.7 The Seller has provided to Buyer all Hazardous Materials generatedsignificant investigations, usedreports, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not causedaudits, and would not reasonably be expected similar documents within its possession or control dated during the five (5) years prior to cause, an Acuren Material Adverse Effect; (vi) the Closing Date and relating to the Assets or the Business and compliance with or liability under any Environmental Law or the Release of Hazardous Substances except for routine matters to which there is no site current non-compliance. 4.1.8.8 Seller has tested the sediments in the Fire Water Pond located on the Owned Real Property and has determined that the sediments are not “characteristic” hazardous waste pursuant to which the federal Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq. (“RCRA”), and Seller has not deposited any Acuren Entity has transported or arranged for waste into the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, Fire Water Pond nor engaged in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits activities since Seller acquired the Tulsa Refinery from Texaco that would cause the sediments in the possession of the Acuren Entities, in each case, relating Fire Water Pond to the current or former properties or operations of any Acuren Entitybecome a “listed” hazardous waste pursuant to RCRA.

Environmental Matters. (a) Except (i) None of the ▇▇▇▇▇▇ Entities is in material violation of any Environmental Law and all past violations have been resolved without any ongoing or pending costs or obligations that are material to the Business, (ii) the ▇▇▇▇▇▇ Entities have obtained and are in material compliance with all Environmental Permits that are material to the operations of the ▇▇▇▇▇▇ Entities as has not resulteda whole, and any past non-compliance has been resolved without any ongoing or pending costs or obligations that are material to the Business, (iii) no ▇▇▇▇▇▇ Entity has Released any Hazardous Materials that require any Remedial Action pursuant to Environmental Law that is or that would not reasonably be expected to resultexpected, individually or in the aggregate, in an Acuren Material Adverse Effect: to be materially adverse to the operations of the Business, (iiv) each Acuren Entity is, and since December 31, 2021 there has been, in compliance with all applicable Environmental Laws, and been no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance Release of any Acuren Entity with applicable Environmental Laws Hazardous Materials at any Owned Real Property that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor requires any other Remedial Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, Law that is or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which that would reasonably be expected expected, individually or in the aggregate, to (i) require investigationbe materially adverse to the operations of the Business, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generatedno ▇▇▇▇▇▇ Entity is conducting or funding any Remedial Action that, usedindividually or in the aggregate, treated, handled or stored at, or transported is materially adverse to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed the operations of in a manner that has not causedthe Business, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site written Action pending or, to which the Seller’s Knowledge, threatened in writing against any Acuren ▇▇▇▇▇▇ Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed relates to any consent decreeviolation or alleged violation of, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability or alleged Liability under, Environmental Law where such violation, alleged violation, Liability or alleged Liability would reasonably be expected, individually or in the aggregate, to be materially adverse to the operations of the Business; provided, that for an Environmental Claimpurposes of the foregoing clause (a)(vi) of this Section 3.17, any Action that has been initiated but with respect to which process or other comparable notice has not been served on or delivered to a ▇▇▇▇▇▇ Entity or Seller shall be deemed to be “threatened” rather than “pending”. (b) Acuren has The representations and warranties contained in Section 3.17 are the only representations and warranties being made available by the Seller in this Agreement with respect to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reportscompliance with or Liability under Environmental Laws or Environmental Permits or with respect to any environmental, studies, inspections and audits health or safety matter related in the possession of the Acuren Entities, in each case, relating any way to the current this Agreement or former properties or operations of any Acuren Entityits subject matter.

Environmental Matters. Except as set forth on Section 5.17 of the Company Disclosure Letter: (a) Except as Each of Panadero Aggregates and its Subsidiaries is and, since January 1, 2016, has not resulted, and would not reasonably be expected to result, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, been in compliance with all applicable Environmental Laws, which compliance includes obtaining, maintaining and no Acuren Entity complying with all applicable Environmental Licenses and required financial assurance instruments, except for noncompliance that would not result in, individually or in the aggregate, a Material Adverse Effect. (b) Neither Panadero Aggregates nor any of its Subsidiaries has received received, during the three (3) year period ending on the date hereof or that otherwise remains unresolved, any written communication (whether notice from a any Governmental Authority, citizens group Body or other third party) alleging Person that alleges that any of them has violated, or is potentially liable under, any Environmental Laws, and neither Panadero Aggregates nor its Subsidiaries is the non-compliance subject of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledgethe Knowledge of Panadero Aggregates, threatened against any Acuren Entityclaims, investigations, orders, injunctions or Legal Proceedings arising under Environmental Laws, except in each case as would not result in, individually or in the aggregate, a Material Adverse Effect. (c) There has been no Release of, or exposure to, any Person as to which an Acuren Entity Hazardous Materials on, at or from the Owned Real Property or Leased Real Property or in connection with the business of Panadero Aggregates and its Subsidiaries, any other location in concentrations greater than those allowed, or that otherwise would result in Liability, under Environmental Laws or Environmental Licenses and that would result in, individually or in the aggregate, a Material Adverse Effect. (d) Neither Panadero Aggregates nor its Subsidiaries has retained or assumed Liability for such Environmental Claim assumed, either contractually or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person forby operation of Law, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which that would reasonably be expected to (i) require investigation, removal, or remediation by form the basis of any Acuren Entity Legal Proceeding under Environmental Laws Law against Panadero Aggregates or otherwise give rise to Liability of any Acuren Entityits Subsidiaries, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and except as would not reasonably be expected to causehave, an Acuren individually or in the aggregate, a Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (be) Acuren has made available Notwithstanding any other provision of this Agreement to NV5 complete the contrary, the representations and correct copies warranties of all Phase I Panadero Aggregates and Phase II environmental site assessments its Subsidiaries contained in this Section 5.17, Section 5.3, Section 5.6, Section 5.7 and other material written reports, studies, inspections Section 5.16(b) are the sole and audits in the possession exclusive representations and warranties of the Acuren Entities, in each case, Panadero Aggregates and its Subsidiaries relating to the current environmental matters including matters arising under or former properties or operations of any Acuren Entityrelating to Environmental Laws.

Environmental Matters. (ai) Except With respect to the Assets, Seller and each lessee, licensee or contractor of Seller, have been and are in compliance with all applicable federal, state and local Laws (including common law) relating to the protection of the environment as has not resultedin effect on or before the date of this Agreement, including SMCRA, the Comprehensive Environmental Response, Compensation, and would Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. (“CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901, et seq., the Clean Air Act, as amended, 42 U.S.C. Section 7401, et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251, et seq., and the Oil Pollution Act of 1990, 33 U.S.C. Section 2701, et seq. and the statutes, regulations, rules and orders of all agencies responsible for supervision and enforcement of environmental and mining laws of the State of Ohio (collectively, the “Environmental Laws” and individually an “Environmental Law”), except for such instances of noncompliance that could not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group Effect on Seller or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved;Assets. (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person Except as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would could not reasonably be expected to cause, an Acuren have a Material Adverse Effect;Effect on Seller or the Assets, neither Seller nor its Affiliates has incurred or received notice of, any claims, liabilities, losses, costs, damages or expenses (including attorneys’ fees) with respect to the Assets arising under any Environmental Laws. (viiii) Except as could not be reasonably expected to have a Material Adverse Effect on Seller or the Assets, (A) there is are no site pending or, to which any Acuren Entity has transported Seller’s Knowledge, threatened claims, demands, notices of violation or arranged for liability, actions, suits, proceedings, hearings or investigations with respect to the transport of Hazardous Materials that is the subject of Assets under any Environmental Claim or Liability for an Environmental Claim; and Laws, and (viiB) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or none of the Assets is subject to any outstanding injunction, judgment, order, decree, ruling or order or other agreement, in charge under any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (biv) Acuren Neither Seller nor any of its Affiliates has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits received any notice that Seller or its Affiliates or its predecessors in the possession of the Acuren Entities, in each case, relating title with respect to the current Assets is or former properties may be a potentially responsible party under CERCLA or operations any analogous state Law in connection with any site actually or allegedly containing or used for the treatment, storage or disposal of any Acuren EntityHazardous Substances.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected set forth in Schedule 3.17 or except with respect to resultany matters that, individually or in the aggregate, could not reasonably be expected to result in an Acuren a Material Adverse Effect, none of the Borrower or any of the Restricted Subsidiaries: (i) each Acuren Entity ishas failed to comply with any Environmental Law or to take all actions necessary to obtain, maintain, renew and since December 31comply with any permit, 2021 has beenlicense, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group registration or other third party) alleging the non-compliance of any Acuren Entity with applicable approval required under Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation become a party to any administrative or judicial proceeding, or possesses knowledge of their businesses, operations and assets, all any such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or proceeding that has been threatened to revoke threatened, that could result in the termination, revocation or modification of any such permit, license, registration or other approval required under Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitLaw; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, possesses knowledge that the Borrower or any Person as of the Restricted Subsidiaries has become subject to which an Acuren Entity has retained or assumed any Environmental Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed on any Mortgaged Property (A) is subject to assume from any other Person, or indemnify any other Person for, any Liabilities arising Lien imposed pursuant to Environmental LawLaw or (B) contains Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in any Environmental Liability; (iv) Hazardous Materials has received written notice of any claim or threatened claim, with respect to any Environmental Liability other than those which have not been released fully and are not present at, on, under, in, finally resolved and for which no obligations remain outstanding; or (v) possesses knowledge of any facts or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would circumstances that could reasonably be expected to (i) require investigation, removal, result in any Environmental Liability or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not could reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported materially interfere with or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to prevent continued material compliance with Environmental Laws in effect as of the Closing Date and the date of each Credit Event by the Borrower or any Liability for an Environmental Claimthe Restricted Subsidiaries. (b) Acuren Since the Closing Date, there has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits been no change in the possession status of the Acuren Entitiesmatters disclosed on Schedule 3.17 that, individually or in each casethe aggregate, has resulted in, or could reasonably be expected to result in, a Material Adverse Effect. The representations and warranties in this Section 3.17 are the sole representations and warranties in any Loan Document with respect to environmental matters, including those relating to the current Environmental Law or former properties or operations of any Acuren EntityHazardous Materials.

Environmental Matters. (a) Schedule 3.29(a) sets forth a true and complete list of all Environmental Approvals required to carry on the Business as presently conducted except for Environmental Approvals the absence of which would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. All such Environmental Approvals are in full force and effect and, to the Knowledge of the Company, no suspension or cancellation of any of them is threatened. (b) Except as set forth in Schedule 3.29(b), the Company and its Subsidiaries are and have been conducting the Business and operating the U.S. Real Property and the International Real Property in compliance with all applicable Environmental Approvals and Environmental Laws except where the failure to so comply would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3.29(b), neither the Company nor any of its Subsidiaries has received any written notice asserting that it or any condition or circumstance at any of the U.S. Real Property or the International Real Property is or was in violation of any Environmental Law except for such violations that (i) have been cured and any related Environmental Claims resolved or (ii) would not resultedbe reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. (c) Except as set forth in Schedule 3.29(c), (i) there are no Environmental Claims pending and, since April 1, 2000, no Environmental Claim has been pending, by or against the Company or any of its Subsidiaries under any Environmental Law, and (ii) to the Knowledge of the Company, no such Environmental Claim is threatened, which, in the case of each of clauses (i) and (ii), if decided adversely to the Company's interests, would be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. Except as set forth in Schedule 3.29(c), neither the Company nor any of its Subsidiaries is subject to any outstanding order, injunction (whether temporary, preliminary or permanent), ruling, decree (including any consent decree), writ, subpoena, verdict, charge, assessment or other decision entered, issued, made or rendered by any Governmental Entity under any Environmental Law that would be reasonably expected to, individually or in the aggregate, materially impair or interfere with the ability of the Minerals Group, taken as a whole, to conduct the Business substantially in the manner in which the Business is now being conducted. (d) Except as set forth in Schedule 3.29(d), and except as would not be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect, to the Knowledge of the Company, there has been no Release or threatened Release of any Hazardous Substance on, at, in, from or beneath any of the U.S. Real Property or the International Real Property, except for such Releases which are in compliance with Environmental Approvals. Except as set forth in Schedule 3.29(d), to the Knowledge of the Company, no Hazardous Substances are present on, at, in, from or beneath any of the U.S. Real Property or the International Real Property (i) that require notification or reporting to a Governmental Entity or investigation, removal, remediation, or cleanup under Environmental Law, or (ii) that have given rise or would reasonably be expected to give rise to an Environmental Claim against the Company or any of its Subsidiaries which, in the case of each of clauses (i) and (ii), if decided adversely to the Company's interests, would be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. (e) Except as set forth in Schedule 3.29(e), none of the U.S. Companies or International Companies (i) has transported, treated or disposed of, nor has any of them arranged for the transport, treatment or disposal of, any Hazardous Substance to or at any location listed on the CERCLA National Priorities List, or on any similar U.S. state list of sites requiring investigation or cleanup, or (ii) has received written notice prior to the date of this Agreement from any Governmental Entity or Person that it is or may be potentially liable for the cleanup of any site under CERCLA or any similar law. Except as set forth in Schedule 3.29(e), to the Knowledge of the Company, neither the Company nor any Subsidiary of the Company nor any predecessor of the Company or any of the Subsidiaries of the Company has transported or arranged for the treatment, storage, handling, disposal, or transportation of any Hazardous Substance to any location at, from, in, to, on or under which a Release of Hazardous Substances has occurred that has given rise or would reasonably be expected to give rise to an Environmental Claim against the Company or any of its Subsidiaries which, if decided adversely to the Company's interests, would be reasonably likely to, individually or in the aggregate, have a Material Adverse Effect. (f) To the Knowledge of the Company, and except as set forth on Schedule 3.29(f), there are no underground storage tanks located on any of the U.S. Real Property or the International Real Property, and all underground storage tanks removed by the Company or any of its subsidiaries from the U.S. Real Property or the International Real Property were removed in material compliance with all Environmental Laws in effect at the time of such removal. (g) To the Knowledge of the Company, Schedule 3.29(g) contains a true, complete and accurate listing of all environmental site assessments and other environmental data, reports and studies conducted by, at the expense of, or on behalf of the Company or any of its Subsidiaries and relating to real property owned by the Company or by a Subsidiary of the Company or to the Business or that are otherwise in the Seller's possession. (h) Except for liabilities and obligations assumed pursuant to the terms of the Leasehold Interests set forth in Schedule 3.18(a) and except as set forth in Schedule 3.29(h), (i) neither the Company nor any of its Subsidiaries has entered into any written agreement with any Governmental Entity or with any other Person whereby it has assumed responsibility for any liability or obligation of any other Person arising under or relating to Environmental Laws, and (ii) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has assumed any such liability or obligation by operation of law, except, in the case of clause (ii), for such liabilities and obligations the performance of which, individually or in the aggregate, have not had, and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as Each of the Operators possesses all material environmental licences, permits and other governmental approvals and authorizations (collectively the “Environmental Permits”) necessary to conduct the Diagnostics Business carried on by it and is in compliance with the Environmental Permits and applicable Environmental Laws except for non-compliance which either individually or in the aggregate has not resulted, had and would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all . The Environmental Permits required for are listed in Section 4.1.19 of the operation of their businessesDisclosure Letter, operations and assets, all such Environmental Permits are in full force and effecteffect and, subject to receipt of any approval, consent or authorization of any Governmental Authority required by Applicable Law in respect of the transfer of such Environmental Permits to Buyer, will not become void or voidable as a result of the Closing. To the knowledge of MDS, there are no appeal material proceedings or investigations in progress or threatened in writing, which may result in the cancellation, revocation, suspension, or modification of any Environmental Permit of the Operators. (b) Neither MDS nor any other Action is pending Operator has used or, since the date of ownership by the applicable Operator or has been threatened MDS, permitted to revoke any such Environmental Permitbe used, and each Acuren Entity is, and since December 31, 2021 has, complied except in material compliance with all terms Environmental Laws, the Real Property and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending orthe Leased Premises included in the Purchased Assets to generate, to Acuren’s Knowledgemanufacture, threatened against process, distribute, use, treat, store, dispose of, transport or handle any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about except for any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, renon-used or disposed of in a manner compliance that has not caused, had and would not reasonably be expected to cause, an Acuren have any Material Adverse Effect;. Except as set forth in Section 4.1.19 of the Disclosure Letter, to the knowledge of MDS, no underground storage tanks are located on the Real Property included in the Purchased Assets and the Leased Premises. (vic) there is no site to which Within the last 36 months, neither MDS nor any Acuren Entity Operator has transported received any written notice of, or arranged for the transport of Hazardous Materials that is the subject been prosecuted for, non-compliance of any Environmental Claim Law in respect of the Diagnostics Business or Liability for an Environmental Claim; and (vii) the Purchased Assets owned or used by it. There are no Acuren Entity has entered into outstanding written notices, orders or agreed directions relating to any consent decree, orderenvironmental matters requiring, or settlement notifying MDS or other agreementany Operator that it is or may be responsible for, any containment, clean-up, remediation or is subject corrective action to any judgmentbe made under Environmental Laws with respect to the Diagnostics Business or the Purchased Assets owned or used by it in the Diagnostics Business. To the knowledge of MDS, decree, there are no material proceedings or order investigations in progress or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, threatened relating to compliance with Environmental Laws environmental matters in respect of the Diagnostics Business, the Real Property or any Liability for an Environmental Claimthe Leased Premises. (bd) Acuren Neither MDS nor any of the Operators has made available caused, nor to NV5 complete the knowledge of MDS, has there been, any Release in contravention of any Environmental Law on, in, or from the Real Property or the Leased Premises included in the Purchased Assets that has resulted in or would reasonably be expected to result in a Material Adverse Effect. All Hazardous Materials used in whole or in part by MDS or any Operator in connection with the Diagnostics Business or resulting from the Diagnostics Business have been disposed of, treated and correct copies stored by such Person in material compliance with all Environmental Laws except for any non-compliance that has not had and would not reasonably be expected to have any Material Adverse Effect. (e) Sellers have provided to the Buyer a copy of all Phase I and Phase II environmental site assessments and other material written reportsaudits, studiesstudies or reports on the Real Property and, inspections and audits to the knowledge of MDS, the Leased Premises included in the Purchased Assets in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren EntitySellers.

Environmental Matters. (a) Except All Permits required under applicable Environmental Laws with respect to the Real Property and the conduct of the Business as has not resultednow being conducted at the Facility (the “Environmental Permits”), and would not reasonably be expected to resulteach of which is held by the applicable Seller, individually or are listed in Part I of Schedule 3.10(a). To the aggregateKnowledge of Sellers, except as set forth in an Acuren Material Adverse Effect: (i) Part II of Schedule 3.10(a), each Acuren Entity is, and since December 31, 2021 has been, Seller is currently in material compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained including all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimPermits. (b) Acuren Except as set forth on Schedule 3.10(b): (i) No Seller has received any written notice to the effect that any Seller is not in material compliance with, or that any Seller is in material violation of, any Environmental Law with respect to the Real Property, the Business or Environmental Permits that remains outstanding or unresolved, and to the Knowledge of Sellers, there are no currently existing circumstances likely to result in a failure of any Seller to materially comply with, or a material violation by any Seller of, any Environmental Law with respect to the Real Property, the Business or Environmental Permits. (ii) There are no outstanding or unresolved Environmental Claims against any Seller, nor has any Seller received any written notification of any allegation, any actual or potential responsibility of any Seller, or any inquiry or investigation regarding any disposal, Release or threatened Release of any Hazardous Material handled, generated, processed, dispersed, recycled or transported by any Seller at any Real Property or from any Real Property to or at any other location that remains outstanding or unresolved. (iii) (A) Neither any Seller, nor, to the Knowledge of Sellers, any other Person has operated any underground tank, related piping or other underground storage receptacle for Hazardous Material at or on any of the Real Property, and to the Knowledge of Sellers there has been no Release (including any past or present releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping) of any Hazardous Material from any underground tank or related piping at or on any of the Real Property, and (B) to the Knowledge of Sellers, there has been no Release of Hazardous Material by any Seller or any other Person, on, upon or into any of the Real Property. (iv) The consummation of the Transaction will not require an application for issuances, renewal, transfer or extension of, or any other administrative action regarding, any Environmental Permit. (v) No Seller has received any written notice of any Orders, consent decrees, consent orders or Encumbrances other than Permitted Encumbrances by, or notices of violation from, any Governmental Authority or any other Person, which remain in effect and unresolved, relating to any alleged or actual violation by any Seller of any Environmental Law with respect to the Real Property that regulates, obligates or binds any Seller or any of the Assets. (vi) In the past 2 years, no Seller has released any other Person from any material Claim of any Seller under any Environmental Law or waived any rights concerning any Environmental Condition with respect to any of the Assets, the Real Property or the Business. (c) Copies of all Environmental Reports have been made available to NV5 complete and correct copies Buyer. A list of all Phase I such Environmental Reports is set forth on Schedule 3.10(c). (d) The representations and Phase II warranties set forth in this Section 3.10 are the Sellers’ sole and exclusive representations and warranties regarding environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entitymatters.

Environmental Matters. Except as set forth on Schedule 3.14 or (with respect to subsections (a) Except through (f) below) as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Material Adverse Effect: (ia) each Acuren Each Longhorn Entity is, and since December 31, 2021 for the last five years has been, in compliance with all Environmental Laws applicable to it, and no Longhorn Entity has any Liability under any such Environmental Law. (b) Each Longhorn Entity holds, and is in compliance in all respects with, all Environmental Permits (each of which is in full force and effect) required for it to own, use, operate, and conduct its business under applicable Environmental Laws, and is, and within the period of the last five years has been, in compliance with all such Environmental Permits. There are no Acuren unresolved or uncorrected violations in respect of any such Environmental Permits; no proceeding is pending or, to the Knowledge of Seller, threatened to revoke or limit any such Environmental Permit; and the consummation of the transactions contemplated by this Agreement will not result in the review, non-renewal, revision, major modification, revocation or termination of any such Environmental Permit or subject any such Environmental Permit to prior consent by any Governmental Entity. (c) No Longhorn Entity has received any written communication (whether from a Governmental Authoritynotice, citizens group demand, letter or other third party) request for information alleging violation of or Liability that has not been confirmed in writing to have been addressed to the non-compliance satisfaction of the responsible Government Entity under any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations Law and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledgethe Knowledge of Seller, threatened against any Acuren Longhorn Entity. (d) There are no past or present events, conditions, circumstances, activities, incidents, actions or omissions relating to or in any way affecting the Longhorn Entities or, in respect of the Business, any of their respective Affiliates, or any Person as to which an Acuren Entity has retained past or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimcurrent Facility, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly including Releases at real property owned, operated or leased or operated by any Acuren Entity in a quantitythird party, manner or condition which that would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability any liability for Cleanup by, or be expected to form the basis of any Acuren Environmental Claim against, any Longhorn Entity, (ii) interfere with or against any Acuren Person whose Liability has been imposed upon, retained by, or assumed by, any Longhorn Entity’s continued operations , in each case either contractually or (iii) impair the fair saleable value by operation of any property of an Acuren Entity;law. (ve) all There are no above-ground or underground storage tanks that contain or contained Hazardous Materials generatedMaterial, used, treated, handled polychlorinated biphenyls or stored at, or transported to or from, friable asbestos-containing material at any property currently Facility owned or operated by any Acuren Longhorn Entity have been properly storedsince January 1, handled2006 that are not or were not at all relevant times maintained, recycledoperated, re-used sealed, closed or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any accordance with all applicable Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimLaws. (bf) Acuren Buyer has made available been given access to NV5 complete and correct copies of all Phase I and Phase II non-privileged, third party environmental site assessments and other material written reportsaudits, investigations, studies, inspections tests, reviews, and audits in the possession of the Acuren Entitiesreports conducted since January 1, 2007, including all environmental assessments (e.g., Phase 1 or Phase 2 reports), which, in each case, are in the possession or control of Seller or any of its Affiliates relating to the past or current or former properties Facilities or operations of any Acuren Entitythe Longhorn Entities and their predecessors. (g) This Section 3.14 is the sole and exclusive representation regarding matters under Environmental Law, Environmental Claims, Environmental Permits, or otherwise relating to Hazardous Materials or the Environment.

Environmental Matters. (a) Except as has not resulted, set forth on Schedule 3.11(a) and for those matters that would not reasonably be expected to result, individually or in the aggregate, in an Acuren have a Material Adverse Effect: , (i) each Acuren Entity is, and since December 31, 2021 has been, Significant Subsidiary is in compliance with all applicable Environmental Laws, and (ii) no Acuren Entity Significant Subsidiary has received Released any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-Hazardous Substances at any properties owned by them that are currently not in compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businessesLaws, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Significant Subsidiary has received in the last two years any written notices of any violation of Environmental Claim is Laws relating to the operations or properties of any of the Significant Subsidiaries, and (iv) there are no Actions or investigations pending or, to Acuren’s Knowledge, or threatened against any Acuren EntitySignificant Subsidiary relating to non-compliance by such Significant Subsidiary with or liability of such Significant Subsidiary under, or any Person applicable Environmental Laws. (b) Except as set forth on Schedule 3.11(b), each Significant Subsidiary has all Permits required under applicable Environmental Laws (the “Environmental Permits”) to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claimown, lease, and no Acuren Entity has contractually agreed operate its properties and assets and to assume from any other Personconduct its business as currently conducted, or indemnify any other Person for, any Liabilities arising pursuant except where the failure to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of obtain the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and same would not reasonably be expected to cause, an Acuren have a Material Adverse Effect;. (vic) there Except as set forth on Schedule 3.11(c), and except as would not reasonably be expected to have a Material Adverse Effect, with respect to each Significant Subsidiary (i) each Environmental Permit is in full force and effect in accordance with its terms, (ii) no site to which any Acuren Entity has transported outstanding written notice of revocation, cancellation or arranged for the transport of Hazardous Materials that is the subject termination of any Environmental Claim Permit has been received by any Seller or Liability for an any Significant Subsidiary, (iii) there are no Actions pending or, to Sellers’ Knowledge, threatened that seek the revocation, cancellation or termination of any Environmental Claim; and Permit, and (viiiv) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or each Significant Subsidiary is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with all Environmental Laws or any Liability for an Environmental ClaimPermits applicable to such Significant Subsidiary. (bd) Acuren has made available to NV5 complete This Section 3.11 constitutes the sole and correct copies of all Phase I exclusive representation and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession warranty of the Acuren EntitiesSellers regarding environmental matters, in each case, relating to the current or former properties or operations of any Acuren Entityincluding without limitation all matters arising under Environmental Laws.

Environmental Matters. Except as set forth in Section 3.9 of the Company Disclosure Schedules: (a) Except except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren reasonably be expected to have a Material Adverse Effect: (i) , each Acuren Entity isKE Company is and, and since December 31during the last five years, 2021 has been, been in compliance in all material respects with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (iib) except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Acuren Entity has KE Company timely obtained and currently possesses all Environmental Permits required for the operation of their businesses, operations its business and assets, all such each Environmental Permits are Permit is valid and in full force and effect. The Company is and during the last five years, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied in compliance in all material respects with all terms and conditions of each such Environmental PermitPermits; (iiic) there has been no Environmental Claim is pending release of any Hazardous Materials at, in, on or under any Leased Real Property or, to Acuren’s Knowledgethe knowledge of the Company, threatened against at, in, on or under any Acuren Entityformerly owned or leased real property, in each case (i) during the time that a KE Company owned or any Person as to which an Acuren Entity has retained or assumed Liability for leased such Environmental Claim or provided an indemnity for such Environmental Claimproperty, and no Acuren Entity has contractually agreed to assume from any other Person(ii) that requires notice, further investigation or indemnify any other Person for, any Liabilities arising response action by a KE Company pursuant to Environmental Law; (ivd) Hazardous Materials have not been released no KE Company is subject to and are not present at, on, under, in, no KE Company has received any Governmental Order that remains unresolved relating to any non-compliance with Environmental Laws by the Company or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removalsampling, monitoring, treatment, remediation, removal or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability cleanup of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren EntityHazardous Materials; (ve) all Hazardous Materials no Action is pending or, to the knowledge of the Company, threatened in writing and no investigation, to the knowledge of the Company, is pending or threatened in writing, in each case with respect to any KE Company’s compliance with or liability under Environmental Law; (f) the KE Companies have not generated, stored, used, treatedtransported, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used treated or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any other than in compliance in all material respects with all Environmental Claim or Liability for an Environmental ClaimLaws; and (viig) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren the Company has made available to NV5 complete and correct copies of Parent all material environmental reports (including any Phase I and One or Phase II Two environmental site assessments and other material written reports, studies, inspections assessments) and audits in the possession of the Acuren Entities, in each case, relating to the current Leased Real Property or former properties any formerly owned or operations of any Acuren Entityoperated real property in its possession, custody or reasonable control.

Environmental Matters. (a) Except as otherwise disclosed in Section 3.01(y) of the Seller Disclosure Schedule: (i) Seller and the Seller Subsidiaries, to the knowledge of Seller and Seller Sub, are and since January 1, 2015 have been in compliance in all material respects with applicable Environmental Laws (as that term is defined in this Section 3.01(y)) and, to the knowledge of Seller, neither Seller nor any Seller Subsidiary has engaged in any activity in violation of any applicable Environmental Law except for failures to be in compliance that, individually or in the aggregate, have not resulted, had and would not reasonably be expected to resulthave a material adverse effect on Seller; (ii)(A) no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or, to the knowledge of Seller, have been threatened, in connection with any of Seller’s or any Seller Subsidiary’s activities and any Seller Real Properties or improvements thereon with respect to compliance with applicable Environmental Laws, and (B) to the knowledge of Seller, no investigations, inquiries, orders, hearings, actions or other proceedings by or before any court or Governmental Authority are pending or threatened with respect to compliance with Environmental Laws in connection with any real properties on which any Seller Subsidiary has foreclosed and taken ownership (hereinafter referred to as the “Seller Subsidiary Other Real Estate Owned”); (iii) no claims are pending or, to the knowledge of Seller, threatened, by any third party against Seller, any Seller Subsidiary or with respect to the Seller Real Properties or improvements thereon or, to the knowledge of Seller, the Seller Subsidiary Other Real Estate Owned or improvements thereon, relating to damage, contribution, cost recovery, compensation, loss, injunctive relief, remediation or injury resulting from any Hazardous Substance (as that term is defined in this Section 3.01(y)) that have not been resolved to the satisfaction of the involved parties and that have had or are reasonably expected to have a material adverse effect on Seller or any Seller Subsidiary; (iv) to the knowledge of Seller, no Hazardous Substances have been integrated into the Seller Real Properties or improvements thereon or any component thereof, or the Seller Subsidiary Other Real Estate Owned or improvements thereon or any component thereof, in such manner or quantity as, under current conditions, may reasonably be expected to pose a threat to human health or the value of the real property and improvements, except for threats that, individually or in the aggregate, in an Acuren Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, had and would not reasonably be expected to causehave a material adverse effect on Seller; and (v) neither Seller nor Seller Sub has knowledge that (A) any of the Seller Real Properties or improvements thereon, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity or the Seller Subsidiary Other Real Estate Owned or improvements thereon, has transported or arranged been used for the transport treatment, storage or disposal of Hazardous Materials that is the subject Substances in material violation of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with applicable Environmental Laws or has been contaminated by Hazardous Substances in a manner or extent that would require investigation or remediation under any Liability for an applicable Environmental Claim. Law, (bB) Acuren has made available any of the business operations of Seller or any Seller Subsidiary have contaminated lands, waters or other property of others with Hazardous Substances in a manner or extent that would require investigation or remediation under any applicable Environmental Law, or (C) any of the Seller Real Properties or improvements thereon, or the Seller Subsidiary Other Real Estate Owned or improvements thereon, have in the past or presently contain petroleum or chemical underground storage tanks, asbestos-containing materials, or materials or equipment containing polychlorinated biphenyls (“PCBs”) that would reasonably be expected to NV5 have a material adverse effect on Seller. Seller and the Seller Subsidiaries have delivered to Buyer true and complete copies and correct copies results of all Phase I and Phase II environmental site assessments and other any material written reports, studies, inspections and audits analyses, tests, or monitoring possessed by or in the possession control of Seller and the Acuren EntitiesSeller Subsidiaries pertaining to Hazardous Substances in, in each caseat, relating to on, under, about, or affecting (or potentially affecting) any Seller Real Properties, or concerning compliance by Seller and the current or former properties or operations of any Acuren EntitySeller Subsidiaries with Environmental Laws.

Environmental Matters. (aThis Section 4.1(n) shall constitute the sole representations of Seller with respect to environmental matters. Except as has not resultedset forth in Schedule 4.1(n), and or as would not reasonably be expected to resultnot, individually or in the aggregate, in an Acuren have a Material Adverse Effect: (i) each Acuren Entity is, and since December 31, 2021 has been, in compliance with all applicable Environmental Laws, and there is no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance uncured violation of any Acuren Entity with applicable Environmental Laws Law by the Seller, SWP or any Subsidiary that remains unresolvedwould result in any remediation obligations of SWP or any Subsidiary under any Environmental Law; (ii) each Acuren Entity has obtained all there have been no written notices or written complaints received by Seller, SWP or any Subsidiary with respect to a violation of an Environmental Permits required for the operation of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor Law by SWP or any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental PermitSubsidiary; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against Lien has been imposed on any Acuren Entity, property of SWP or any Person as to which an Acuren Entity has retained Subsidiary by any Governmental Authority in connection with any violation of or assumed Liability for such noncompliance with Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental LawLaws; (iv) Hazardous Materials have not been released and to the Knowledge of Seller, there are not present atno facts, oncircumstances, under, in, conditions or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which occurrences that would reasonably be expected (A) to (i) require investigation, removalform the basis of an Environmental Claim against SWP or any Subsidiary, or remediation by (B) to cause SWP or any Acuren Entity Subsidiary to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Laws Law inconsistent with the customary and standard operation of the Operating Facility or otherwise give rise to Liability development of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren EntityDevelopment Project; (v) all Hazardous Materials generatedthere are no past, usedpending or, treatedto the Knowledge of Seller, handled threatened Environmental Claims against SWP or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse EffectSubsidiary; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport Knowledge of Seller, Hazardous Materials are not now and have not at any time been used or released at, on, under or from the Real Property other than in compliance with applicable laws; (vii) Seller has made available to Buyer all correspondence, studies, audits, reviews, investigations, analyses, and reports on material environmental matters relating to the Operating Facility or the Development Project that is are in the subject possession of Seller, SWP or any Environmental Claim or Liability for an Environmental ClaimSubsidiary; and (viiviii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current Knowledge of Seller, there are no underground storage tanks, active or former properties or operations of any Acuren Entityabandoned, on the Real Property.

Environmental Matters. (a) Except as has not resulted, and would not reasonably be expected to resultnot, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, and except for those matters set forth in an Acuren Material Adverse Effect: Section 3.15 of the Company Disclosure Schedule or for those matters which the Company had established a reserve as reflected in the audited consolidated balance sheet of the Company as of December 31, 2008, or in the notes thereto: (i) each Acuren Entity isof the Company and the Company Subsidiaries (collectively, the “Inclusive Companies”) are and for the past three (3) years have been in substantial compliance with all applicable Environmental Laws and Environmental Permits, and each has all Environmental Permits necessary for the conduct and operation of the business as now being conducted, (ii) no Hazardous Substances are and, since December 31October 11, 2021 has been2002, no Hazardous Substances have been used, generated, treated, stored, transported, disposed of, or handled by the Company except in substantial compliance with all applicable Environmental Laws, and no Acuren (iii) the Inclusive Companies have not received from any Person or Governmental Entity has received any written communication (whether from a Governmental Authoritynotice of alleged, citizens group actual or other third party) alleging the potential responsibility or liability for release or threatened release of Hazardous Substances or alleged violation of, or non-compliance with, any Environmental Law, except for any such notices that have been substantially resolved to the satisfaction of such Person or Governmental Entity and do not require any Acuren Entity with applicable ongoing obligations, (iv) the Inclusive Companies are not subject to any pending complaints, suits, administrative proceedings, judgments, orders or decrees arising under Environmental Laws that remains unresolved; or related to Hazardous Substances (ii“Environmental Claims”) each Acuren Entity has obtained all Environmental Permits required for and, to the operation knowledge of their businesses, operations and assets, all such Environmental Permits are in full force and effectthe Company, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental PermitClaims are threatened, (v) except as generally provided for in leases and each Acuren Entity iscredit agreements, and since December 31October 11, 2021 has2002, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending orthe Inclusive Companies have not by contract assumed, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim undertaken or provided an indemnity for which any Inclusive Company is legally obligated with respect to any pending Environmental Claim for which the Company has received written notice of such Environmental Claimindemnity obligation, and no Acuren Entity has contractually agreed (vi) to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any the knowledge of the properties Company, no conditions exist at any real property currently or formerly owned, operated or leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removalInclusive Company, or remediation by at any Acuren Entity under Environmental Laws real property to which any Inclusive Company sent, recycled, treated, stored, handled or otherwise disposed of Hazardous Substances that could give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, Inclusive Company liability under Environmental Law and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) to the knowledge of the Company, there are no Acuren Entity has entered into facts, circumstances or agreed conditions that could give rise to any consent decree, order, or settlement or other agreement, or is subject unbudgeted capital expenditures in excess of $4,000,000 related to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental ClaimHazardous Materials. (b) Acuren To the knowledge of the Company, the Company has made available to NV5 complete and correct Parent copies of all Phase I material non-privileged environmental reports prepared within the past five (5) years and Phase II environmental site assessments and other copies of all material written reports, studies, inspections and audits non-privileged pleadings in the Company’s possession related to pending or threatened Environmental Claims that could result in the Company incurring material liabilities under Environmental Laws. (c) The Company’s accruals for environmental liabilities as reflected in the audited consolidated balance sheet of the Acuren EntitiesCompany as of December 31, 2008, or in each casethe notes thereto, are in accordance with GAAP. (d) Except for the representations and warranties provided for in Section 3.9, this Section 3.15 represents the sole and exclusive representations and warranties of the Company with regard to matters arising under or relating to the current Environmental Laws or former properties or operations of any Acuren EntityHazardous Substances.

Environmental Matters. (a) Except as has not resultedAll facilities and property (including Mineral Properties and underlying groundwater) owned or leased by any Loan Party or by the Greens Creek Joint Venture have been, and would not reasonably be expected continue to resultbe, owned or leased by such Loan Party or the Greens Creek Joint Venture in material compliance with all Environmental Laws, except as, individually or in the aggregate, in an Acuren would not be reasonably expected to have a Material Adverse Effect:; (b) there have been no past, and there are no pending or, to the Loan Parties’ knowledge, threatened written (i) each Acuren Entity isclaims, complaints, notices or requests for information received by any Loan Party or by the Greens Creek Joint Venture relative to any alleged violation of any Environmental Law that, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect, or (ii) complaints, notices or inquiries to any Loan Party or the Greens Creek Joint Venture regarding potential liability under any Environmental Law, that, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect; (c) there have been no Releases of Hazardous Materials at, on, under or migrating from any Mineral Property or other Property now owned or leased by any Loan Party or by the Greens Creek Joint Venture that have, or would reasonably be expected to have, a Material Adverse Effect; (d) the Loan Parties and since December 31, 2021 has been, the Greens Creek Joint Venture have been issued and are in compliance with all applicable Environmental Laws, and no Acuren Entity has received any written communication (whether from a Governmental Authority, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that remains unresolved; (ii) each Acuren Entity has obtained all Environmental Permits required Approvals relating to environmental matters necessary for the operation of their businessesbusiness other than any non-compliance which, operations and assetsindividually or in the aggregate, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iii) no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, or any Person as to which an Acuren Entity has retained or assumed Liability for such Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which would reasonably be expected to (i) require investigation, removal, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren have a Material Adverse Effect;; and (vie) there is no site to which any Acuren Entity has transported the Loan Parties and the Greens Creek Joint Venture have not transported, sent or arranged for the transport of Hazardous Materials that is the subject transportation or disposal of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, orderHazardous Material in violation of, or settlement in a manner that would be reasonably likely to give rise to liability under, any applicable Environmental Law that, individually or other agreementin the aggregate, have, or is subject would reasonably be expected to any judgmenthave, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claima Material Adverse Effect. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren Entities, in each case, relating to the current or former properties or operations of any Acuren Entity.

Environmental Matters. (a) Except as has have not resulted, had and would not reasonably be expected to resulthave, individually or in the aggregate, in an Acuren a Comcast Material Adverse Effect: (i) each Acuren Entity isno notice, and since December 31notification, 2021 demand, request for information, citation, summons or order has beenbeen received, in compliance with all applicable Environmental Lawsno complaint has been filed, no penalty has been assessed, and no Acuren Entity has received investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Comcast, threatened by any written communication (whether from a Governmental Authority, citizens group Authority or other third party) alleging the non-compliance Person relating to or arising out of any Acuren Entity with applicable Environmental Laws that remains unresolvedLaw; (ii) each Acuren Entity Comcast is and has obtained been in compliance with all Environmental Permits required for the operation of their businesses, operations Laws and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit;Permits; and (iii) there are no Environmental Claim is pending or, to Acuren’s Knowledge, threatened against any Acuren Entity, liabilities of Comcast or any Person as Comcast Subsidiary of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise arising under or relating to which an Acuren Entity has retained or assumed Liability for such any Environmental Claim or provided an indemnity for such Environmental ClaimLaw, and there are no Acuren Entity has contractually agreed to assume from any other Personfacts, conditions, situations or indemnify any other Person for, any Liabilities arising pursuant to Environmental Law; (iv) Hazardous Materials have not been released and are not present at, on, under, in, or about any set of the properties currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which circumstances that would reasonably be expected to (i) require investigation, removalresult in, or remediation by any Acuren Entity under Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair be the fair saleable value of any property of an Acuren Entity; (v) all Hazardous Materials generated, used, treated, handled or stored at, or transported to or frombasis for, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed of in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effect; (vi) there is no site to which any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any Environmental Claim or Liability for an Environmental Claim; and (vii) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claimsuch liability. (b) Acuren has made available to NV5 complete and correct copies of all Phase I and Phase II There have been no environmental site assessments and other material written reportsinvestigations, studies, inspections and audits audits, tests, reviews or other analyses conducted of which Comcast has knowledge in the possession of the Acuren Entities, in each case, relating relation to the current or former properties prior business of Comcast or operations any Comcast Subsidiary or any property or facility now or previously owned or leased by Comcast or any Comcast Subsidiary that reveal matters that, individually or in the aggregate, have had, or would reasonably be expected to have, a Comcast Material Adverse Effect. (c) For purposes of this Section 5.19, the terms "Comcast" and "Comcast Subsidiary" shall include any Acuren Entityentity that is, in whole or in part, a predecessor of Comcast or any Comcast Subsidiary.

Environmental Matters. Except as set forth on Section 5.7 of the Parent Disclosure Schedule and for matters that would not be material to the Parent Group: (a) Except as each of the Parent Group is and since January 1, 2018 has not resulted, and would not reasonably be expected to result, individually or been in the aggregate, in an Acuren Material Adverse Effect:material compliance with applicable Environmental Laws; (ib) each Acuren Entity isof the Parent Group holds, and since December 31January 1, 2021 2018 has beenheld, all Permits under Environmental Laws required for each of its operations; and since January 1, 2018 has been in material compliance with all applicable Environmental Laws, terms and no Acuren Entity conditions of such Permits; (c) none of the Parent Group has received any written communication (whether notice asserting Liability arising from a Governmental Authorityor relating to any Hazardous Substances or alleged violation of Environmental Law, citizens group or other third party) alleging the non-compliance of any Acuren Entity with applicable Environmental Laws that which notice remains unresolved; (iid) each Acuren Entity has obtained all Environmental Permits required for there is no Action or (to the operation Knowledge of their businesses, operations and assets, all such Environmental Permits are in full force and effect, no appeal nor any other Action is pending or has been threatened to revoke any such Environmental Permit, and each Acuren Entity is, and since December 31, 2021 has, complied with all terms and conditions of each such Environmental Permit; (iiiParent) no Environmental Claim is investigation pending or, to Acuren’s Knowledgethe Knowledge of Parent, threatened in writing against any Acuren Entity, or of Parent Group in connection with any Person as to which an Acuren Entity has retained or assumed asserted Liability for such under Environmental Claim or provided an indemnity for such Environmental Claim, and no Acuren Entity has contractually agreed to assume from any other Person, or indemnify any other Person for, any Liabilities arising pursuant to Environmental LawLaws; (ive) there has been no Release of Hazardous Materials have not been released and are not present at, on, under, in, or about Substances by any of the properties Parent Group, or, to the Knowledge of Parent, by any other party, at, on or from any real property (including any real property currently or formerly owned, leased or operated by any Acuren Entity in a quantity, manner or condition which of the Parent Group) that would reasonably be expected to (i) require investigation, removal, or remediation by result in Liability being imposed upon any Acuren Entity of the Parent Group under applicable Environmental Laws or otherwise give rise to Liability of any Acuren Entity, (ii) interfere with any Acuren Entity’s continued operations or (iii) impair the fair saleable value of any property of an Acuren EntityLaws; (vf) all none of the Parent Group is subject to any outstanding obligations pursuant to a consent decree, order or settlement pursuant to any Environmental Law; (g) to the Knowledge of Parent, none of the Parent Group has exposed any Person or property to any Hazardous Materials generatedSubstances in connection with the use, usedapplication, treatedmalfunction, handled defect, design, operation, performance or stored at, suitability of any product of the Parent Group or transported to or from, any property currently owned or operated by any Acuren Entity have been properly stored, handled, recycled, re-used or disposed service of the Parent Group in a manner that has not caused, and would not reasonably be expected to cause, an Acuren Material Adverse Effectresult in Liability being imposed upon the Parent Group under applicable Environmental Laws; (vih) none of the Parent Group has assumed by Contract or operation of Law any Liability under Environmental Law of any third person; (i) to the Knowledge of Parent, there is no site existing Event that would reasonably be expected to which result in the Parent Group incurring any Acuren Entity has transported or arranged for the transport of Hazardous Materials that is the subject of any material expenditure to maintain compliance with Environmental Claim or Liability for an Environmental ClaimLaws; and (viij) no Acuren Entity has entered into or agreed to any consent decree, order, or settlement or other agreement, or is subject to any judgment, decree, or order or other agreement, in any judicial, administrative, arbitral, or other forum for dispute resolution, relating to compliance with Environmental Laws or any Liability for an Environmental Claim. (b) Acuren Parent has made available to NV5 complete and correct copies of all Phase I and Phase II environmental site assessments and other material written reports, studies, inspections and audits in the possession of the Acuren EntitiesCompany copies, in each caseits possession or reasonable control, relating to of material environmental reports concerning the current or former operations or properties or operations of any Acuren Entitythe Parent Group.