Common use of Environmental and Safety Laws Clause in Contracts

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.

Environmental and Safety Laws. The There are no pending actions, suits or proceedings by or before any arbitrator or Governmental Authority pending, or to the Knowledge of each Company, threatened against such Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its propertiesSubsidiaries under Environmental Law. Each Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no Knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no Knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, assetsstored, operations or released by any Company or its Subsidiaries, or to their Knowledge by any other Person, at any property currently owned, or, formerly owned, leased or operated by any Company or its Subsidiaries or disposed of at any other location by any Company or its Subsidiaries except (1) in compliance with Environmental Law; and businesses relating (2) in quantities and under circumstances that would not require investigation or remediation by any Company or its Subsidiaries. No Company nor any of their Subsidiaries have assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. Each Company and its Subsidiaries have provided to Agent all material reports, audits and assessments in their possession or control regarding the protection environmental condition of the environment (collectivelyany property currently or formerly owned or operated by such Company or any Subsidiary. As used herein, “Environmental Laws”) includingLaw” means all applicable laws, without limitationrules, Environmental Laws regulations, codes, ordinances, orders, decrees, judgments, injunctions, legally binding notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to airpollution or the environment , waterpreservation or reclamation of natural resources, land and the management, generation, storage, use, handling, treatment, transportation, treatment storage, disposal or disposal release or threatened release of or exposure to Hazardous WastesMaterials, or occupational health and safety, “Governmental Authority” means any nation or government, any state, province other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and “Hazardous Materials and Hazardous Substances (Materials” means materials, wastes or pollutants listed or defined as such terms are defined in “hazardous materials”, “hazardous wastes” ,”toxic substances” or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly including nuclear materials and radioactive substances or in the aggregatewastes, does not petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmenttoxic mold.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto4.23, (a) the Company is and has been in compliance with all Environmental Laws; (b) the Company is not the subject of any written Order, complaint, notice of violation, or citation or other communication alleging a violation of or failure to comply with any Environmental Law, nor has the Company received any written notification that it is subject to any Liability under or pursuant to any Environmental Law, which in each case has not been fully resolved as of the Effective Date; (c) there have been are no “Releases” pending or, to the Company’s Knowledge, threatened claims or Liens resulting from any Liability arising under or pursuant to any Environmental Law with respect to any Real Property Leases or any real property currently or previously owned or leased by the Company; (d) the Company has not treated, stored, recycled or disposed of any Hazardous Substances on any property that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (e) the Company has not released and, to the Knowledge of the Company, threats there has been no release by any Person of “Releases” (as defined in any Environmental Laws) Hazardous Substance at, from, in on or on under any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (f) to the Company’s Knowledge no Hazardous Substances generated by the Company have been disposed of at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead similar list of hazardous or toxic waste sites published by any Governmental Authority; (g) the Company has not entered into any written agreement to assume material environmental Liabilities of any other Person regarding any Environmental Claim against Law or remedial action requirement; and (h) to the Company Knowledge of the Company, there are no underground storage tanks or the Buyer for any cleanlandfills, surface impoundments or disposal areas located on, no polychlorinated biphenyls (“PCBs”) or PCBs-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsCompany, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has no contingent liability made available to Trulieve true and complete copies of all material environmental records, analyses, tests, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments in connection the possession of the Company as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties in this Section 4.23 shall constitute the sole representations and warranties of the Company and the Sellers with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental matters.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto4.22, (a) the Company is and has been in compliance with all Environmental Laws; (b) the Company is not the subject of any written Order, complaint, notice of violation, or citation or other communication alleging a violation of or failure to comply with any Environmental Law, nor has the Company received any written notification that it is subject to any Liability under or pursuant to any Environmental Law, which in each case has not been fully resolved as of the Effective Date; (c) there have been are no “Releases” pending or, to the Company’s Knowledge, threatened claims or Liens resulting from any Liability arising under or pursuant to any Environmental Law with respect to any Real Property Leases or any real property currently or previously owned or leased by the Company; (d) the Company has not treated, stored, recycled or disposed of any Hazardous Substances on any property that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (e) the Company has not released and, to the Knowledge of the Company, threats there has been no release by any Person of “Releases” (as defined in any Environmental Laws) Hazardous Substance at, from, in on or on under any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which that is the subject of a Real Property Lease or any real property currently or formerly owned or leased by the Company in such a manner as may be reasonably expected to result in a Company Material Adverse Effect; (f) to the Company’s Knowledge no Hazardous Substances generated by the Company have been disposed of at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead similar list of hazardous or toxic waste sites published by any Governmental Authority; (g) the Company has not entered into any written agreement to assume material environmental Liabilities of any other Person regarding any Environmental Claim against Law or remedial action requirement; and (h) to the Company Knowledge of the Company, there are no underground storage tanks or the Buyer for any cleanlandfills, surface impoundments or disposal areas located on, no polychlorinated biphenyls (“PCBs”) or PCBs-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsCompany, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has no contingent liability made available to Trulieve true and complete copies of all material environmental records, analyses, tests, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments in connection the possession of the Company as of the Effective Date. Notwithstanding anything in this Agreement to the contrary, the representations and warranties in this Section 4.22 shall constitute the sole representations and warranties of the Company and the Sellers with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental matters.

Environmental and Safety Laws. The Except where the failure to do so ----------------------------- would not have a Material Adverse Effect: (i) each of the Company and its Subsidiaries has duly complied with with, and is the operation of its business, equipment other assets and the facilities owned or leased by it are in material compliance with the provisions of all applicable federal, statestate and local environmental, local health and foreign statutes (civil and criminal)safety laws, lawsstatutes, ordinances, regulations, rules, notices, permits, judgments, orders permits and decrees applicable to it regulations of any governmental or any of its properties, assets, operations and businesses quasi governmental authority relating to (a) discharges to surface water or ground water, (b) solid or liquid waste disposal, (c) the protection use, storage, generation, handling, transport, discharge, release or disposals of toxic or hazardous substances or waste, (d) the environment emission of non- ionizing electromagnetic radiation, or (collectivelye) other environmental, “Environmental Laws”) health or safety matters, including, without limitation, Environmental Laws relating the Comprehensive Environment Response Compensation Liability Act of 1980, as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act of 1976, as amended, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substance Control Act of 1976, the Emergency Planning and Community Right to airKnow Act of 1986, wateras amended, land and the generationClean Air Act, storageas amended (collectively "Environmental and Health Laws"); (ii) there are no investigations, useadministrative proceedings, handlingjudicial actions, transportationorders, treatment claims or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms notices which are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly pending or in the aggregate, does not and would not (i) have a Material Adverse Effect on anticipated or threatened against the Company or any of its businesses Subsidiaries relating to actual or (ii) necessitate a material expenditure by potential violations of or on behalf liability under any of the Environmental and Health Laws; (iii) neither the Company nor any of its Subsidiaries has received notice of or knows or has any reason to suspect, any facts which might constitute a violation of or which might result in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, liability to the extent required by all Company or any of its Subsidiaries pursuant to any Environmental and Health Laws, all past and present sites owned and operated (iv) there are no liabilities of or relating to the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise which relate to the use, ownership or occupancy of any property or facilities by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed any of its Subsidiaries or to the operation of its business or on prior to the date hereof and which relate to or result in a violation of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in liability under any Environmental and Health Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.

Environmental and Safety Laws. The Except where the failure to do so would not have a Material Adverse Effect: (i) each of the Company and its Subsidiaries has duly complied with with, and is the operation of its business, equipment other assets and the facilities owned or leased by it are in material compliance with the provisions of all applicable federal, statestate and local environmental, local health and foreign statutes (civil and criminal)safety laws, lawsstatutes, ordinances, regulations, rules, notices, permits, judgments, orders permits and decrees applicable to it regulations of any governmental or any of its properties, assets, operations and businesses quasi governmental authority relating to (a) discharges to surface water or ground water, (b) solid or liquid waste disposal, (c) the protection use, storage, generation, handling, transport, discharge, release or disposals of toxic or hazardous substances or waste, (d) the environment emission of non-ionizing electromagnetic radiation, or (collectivelye) other environmental, “Environmental Laws”) health or safety matters, including, without limitation, Environmental Laws relating the Comprehensive Environment Response Compensation Liability Act of 1980, as amended by the Superfund Amendments and Authorization Act of 1986, the Occupational Safety and Health Act, the Resource Conservation and Recovery Act of 1976, as amended, the Federal Water Pollution Control Act of 1970, the Safe Drinking Water Act of 1974, the Toxic Substance Control Act of 1976, the Emergency Planning and Community Right to airKnow Act of 1986, wateras amended, land and the generationClean Air Act, storageas amended (collectively "Environmental and Health Laws"); (ii) there are no investigations, useadministrative proceedings, handlingjudicial actions, transportationorders, treatment claims or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms notices which are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly pending or in the aggregate, does not and would not (i) have a Material Adverse Effect on anticipated or threatened against the Company or any of its businesses Subsidiaries relating to actual or (ii) necessitate a material expenditure by potential violations of or on behalf liability under any of the Environmental and Health Laws; (iii) neither the Company nor any of its Subsidiaries has received notice of or knows or has any reason to suspect, any facts which might constitute a violation of or which might result in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, liability to the extent required by all Company or any of its Subsidiaries pursuant to any Environmental and Health Laws, all past and present sites owned and operated (iv) there are no liabilities of or relating to the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise which relate to the use, ownership or occupancy of any property or facilities by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed any of its Subsidiaries or to the operation of its business or on prior to the date hereof and which relate to or result in a violation of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in liability under any Environmental and Health Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws in all material respects; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes substance or waste, or petroleum or any fraction thereof (civil and criminaleach, a “Hazardous Substance”), lawson, ordinancesupon, regulationsinto or from any site currently or heretofore owned, rulesleased or otherwise used by the Company during any time that such site has been owned, notices, permits, judgments, orders and decrees applicable to it leased or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treatAffiliates, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchaser true and complete in all material respects copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable Except as could not reasonably be expected to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Company Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedEffect, to the extent required by best of its knowledge (a) the Company is and has been in compliance with all Environmental Laws, all past and present sites owned and operated (b) there has been no release or to the Company’s knowledge threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, including medical or biological waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company where Hazardous WastesCompany, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state Company, except for the storage of hazardous waste in compliance with Environmental Laws and local statutes and regulationsdescribed in Schedule 2.21 of the Company Disclosure Schedule. The Company has no contingent liability in connection with made available to Parent true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes of this Section 2.21, “Environmental Laws” means any Release law, regulation, or other applicable requirement relating to (a) releases or threatened release of any Hazardous WasteSubstance, Hazardous Material (b) pollution or Hazardous Substance into protection of employee health or safety, public health or the environment, or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.

Environmental and Safety Laws. Neither the Company nor any ----------------------------- Subsidiary has undertaken, or contracted with any Person to undertake on its behalf, the generation, transportation, treatment, recycling, storage or disposal of any Hazardous Substance in connection with the operations of its Business or otherwise, except for such Hazardous Substances of the character and quantity as are ordinarily present in typical office trash or household waste. The Company has complied with and is the Subsidiaries, their respective operations, and any real property that the Company or any Subsidiary owns, leases, occupies or otherwise uses (the "Premises") are in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) Laws -------- including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment any cleanup or disposal remediation of any Release or threat of Release of Hazardous WastesSubstances, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with the failure of such compliance could not reasonably be expected to be materially adverse to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any Environmental LawsSubsidiary has received any citation, either singly directive, letter or in the aggregateother communication, does not and would not written or oral, or any notice of any proceedings, claims or lawsuits, from any Person (iincluding any governmental authority) have a Material Adverse Effect on alleging that the Company or any Subsidiary has any liability or potential liability of its businesses or (ii) necessitate a material expenditure by or on behalf of any kind under any Environmental Law, nor is the Company in excess or any Subsidiary aware of amounts already reserved for such purpose in the Company’s financial statementsany basis therefor. The Company and each Subsidiary has obtained and complied is maintaining in full force and effect all permits, licenses and approvals required under any Environmental Laws for their operations at the Premises and the Business, and is in compliance with all necessary permits such permits, licenses, and approvals, other than such permits, licenses and approvals necessary the absence of which could not reasonably be expected to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, be materially adverse to the extent required by all Environmental LawsCompany and its Subsidiaries, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except taken as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsa whole. The Company nor any Subsidiary has no contingent liability in connection with caused or contributed to any Release or threatened Release of any Hazardous WasteSubstance at any location. To the best knowledge of the Company and the Subsidiaries, Hazardous Material there has been no Release or threatened Release of any Hazardous Substance into at, to, or from the environmentPremises or any property located within a one-half mile radius of any of the Premises.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection a) All of the environment real estate owned, leased, subleased, or used by the Company and the Subsidiaries (collectively, “Environmental Laws”the "Real Estate") including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal is free of contamination from any Hazardous Wastes, Hazardous Materials and Hazardous Substances (as Material except for such terms are defined in any applicable Environmental Law) except to the extent contamination that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) result in Environmental Liabilities that could reasonably be expected to have a Material Adverse Effect material adverse effect on the Company or the Investors; (ii) neither the Company nor any Subsidiary has caused or suffered to occur any Release of Hazardous Materials on, at, in, under, above, to, from or about any of its Real Estate; (iii) the Company and the Subsidiaries are and have been in compliance with all Environmental Laws; (iv) the Company and the Subsidiaries have obtained, and are in compliance with, all Environmental Permits required by Environmental Laws for the operations of their respective businesses as presently conducted or as proposed to be conducted, and all such Environmental Permits are valid, uncontested and in good standing; (iiv) necessitate a material expenditure by neither the Company nor any Subsidiary is involved in operations or on behalf knows of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result in any Environmental Liabilities of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which Subsidiary that could lead reasonably be expected to any Environmental Claim against have a material adverse effect on the Company or the Buyer for Investors; (vi) no notice has been received by the Company or any clean-up costSubsidiary identifying it as a "potentially responsible party" or requesting information under any Environmental Law, remedial workand to the knowledge of the Company and the Subsidiaries, damage to natural resources there are no facts, circumstances or personal injury, including, but not limited to, conditions that may result in the Company or any claim Subsidiary being identified as a "potentially responsible party" under CERCLA or analogous state statutes; and (ivii) the Comprehensive Company and its Subsidiaries have provided to Investors copies of all existing environmental reports, reviews and audits and all written information pertaining to actual or potential Environmental ResponseLiabilities, Compensation in each case relating to the Company and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubsidiaries.

Environmental and Safety Laws. The Company (a) To the best knowledge of Buyer, no land or other asset owned occupied, possessed or used by Buyer on or at any time before the date of this Agreement (i) contains or has contained (in the case of land, above or below ground) a hazardous substance or article, waste or other pollutant or contaminant, (ii) is or has been used for the deposit, storage, treatment or disposal or waste or sewage or (iii) is referred to or listed in a register of polluted or contaminated land, and no matter exists which might give rise to an entry in such a register. (b) To the best knowledge of Buyer, Buyer has obtained and complied with the terms and is in material compliance with all federalconditions of each governmental or regulatory license, statepermit or authorization (collectively, local and foreign statutes (civil and criminalthe "Environmental Permits"), lawsand all applicable legal and administrative requirements, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it concerned with the pollution or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelyincluding the disposal of waste) or harm to or the protection of the health of humans, “animals or plants. Buyer is not aware of any expenditure or work which is or will be necessary to comply with, maintain or obtain any such Environmental Laws”Permit. No release or discharge of a hazardous substance or article, waste, sewage or other pollutant or contaminant has exceeded an allowed quota or limit prescribed or specified under any applicable legal or administrative requirement or in a condition to an Environmental Permit. (c) includingNeither Buyer nor any person for whose acts or defaults Buyer may be vicariously liable is involved, without limitationor has during the five (5) years ending on the date of this Agreement been involved, Environmental Laws in a civil, criminal, arbitration, administrative or other proceeding concerned with the pollution or protection of the environment, or harm to or the protection of the health of humans, animals or plants in any jurisdiction. No civil, criminal, arbitration, administrative or other proceeding of that type is pending or, to the best knowledge of Buyer, threatened by or against Buyer or a person for whose acts or defaults Buyer may be vicariously liable. To the best knowledge of Buyer, no matter exists which might give rise to a proceeding of that type. (d) There is and has been no governmental or other investigation, enquiry or disciplinary proceeding relating to airthe pollution or protection of the environment, wateror harm to or the production of the health of humans, land animals or plants, concerning Buyer and the generationnone is pending or, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent best knowledge of Buyer, threatened. To the best knowledge of Buyer, no matter exists which might give rise to an investigation, enquiry or proceeding of that noncompliance with type. (e) To the best knowledge of Buyer, Buyer has no liability (actual or contingent, or which might hereafter arise) to make good, repair, re- instate or clean up land or any Environmental Lawsother asset on or before the date of this Agreement owned, occupied, possessed or used by Buyer. (f) Notwithstanding the foregoing, each of the representations or warranties contained in clauses (a) through (e) above shall only relate to those events, facts, conditions or circumstances that have or could be reasonably expected to have, either singly individually or in the aggregate, does not and would not (i) have a Buyer Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statementsEffect. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environment.5.22

Environmental and Safety Laws. Except as listed on Schedule 4.17, there are no Hazardous Substances at any facility which is or was owned or used by the Company. Schedule 4.17 describes the way in which the Company has disposed of any Hazardous Substances used by it, including the names and locations of any offsite storage or disposal facilities used by the Company. No spills, releases, discharges or disposals of Hazardous Substances has occurred at any facilities at which the Company has disposed of or discharged Hazardous Substances. No spills, releases, discharges or disposals of Hazardous Substances have been caused by the Company on or under any facility which is or was owned or used by the Company during the period in which such facilities have been owned or used by the Company. The facilities owned or used by the Company do not now contain, nor did such facilities or any premises previously occupied by the Company contain, any underground storage tanks for any Hazardous Substances. The Company has complied with and is in material compliance with all federalapplicable local, state, local state and foreign statutes (civil and criminal), federal environmental laws, ordinances, regulations, rules, notices, permits, judgments, ordinances and administrative and judicial orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelygeneration, “Environmental Laws”) includingrecycling, without limitationuse, Environmental Laws relating to air, water, land and the generationsale, storage, use, handling, transportation, treatment or transfer and disposal of Hazardous Wastes, Hazardous Materials and any Hazardous Substances (in effect as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statementsdate hereof. The Company has obtained and complied with all necessary permits and other approvals necessary not been alleged to treatbe in violation of, transportor been subject to any administrative, storejudicial or regulatory proceeding pursuant to, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to such laws or regulations either now or any time during the extent required by all Environmental Laws, all past and present sites owned and operated by twenty-four months. No claims have been or are currently asserted against the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge Company's knowledge, will be asserted against the Company after the Closing Date based on the Company's acts or failures to act prior to the Closing Date with respect to Hazardous Substances. No claims have been or are currently asserted against the Company, and there is no basis for any claim pursuant to which any person would allege that he or she has sustained any injuries or contracted any diseases resulting from exposure to Hazardous Substances prior to the Closing Date in connection with the assembly, manufacture, use, operation or association with the products or Business of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in whether or on any property owned not such injuries or operated by diseases are first manifested after the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentClosing Date.

Environmental and Safety Laws. The Company has conducted all Hazardous Substance Activities (as such term is defined below) in compliance in all material respects with all applicable Environmental Laws (as such term is defined below) and the Hazardous Substance Activities of the Company have not resulted in the exposure of any person to a Hazardous Substance (as such term is defined below) in a manner which has caused or could reasonably be expected to cause an adverse health effect to any such person. The material permits, licenses, approvals, registrations, certificates and consents currently held by the Company pursuant to Environmental Laws (the “Environmental Permits”) are all of the Environmental Permits necessary for the operations and continued activities of the Company as currently conducted. All such Environmental Permits are valid and in full force and effect and the Company has, for the last three (3) years, complied with and is in compliance in all material respects with the conditions and terms of such permits. Except in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating and in a manner that would not reasonably be expected to airsubject the Company to any material liability, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and no Hazardous Substances (as such terms are defined in present on any applicable Environmental Law) except to the extent that noncompliance with any Environmental Lawsreal property currently owned, either singly operated, occupied or in the aggregate, does not and would not (i) have a Material Adverse Effect on leased by the Company or were present on any of its businesses other real property at the time it ceased to be owned, operated, occupied or (ii) necessitate a material expenditure leased by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on in Section 3.24 of the Schedule 3.11 heretoof Exceptions, there have been are no “Releases” orunderground or aboveground storage tanks, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in asbestos which is friable or polychlorinated biphenyls present on any real property owned currently owned, operated, occupied or operated leased by the Company except or as permitted by Environmental Laws. There is no on-site or off-site location to which a consequence of the Company has transported or disposed acts of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsits agents. The Company has no contingent not retained or assumed by contract or operation of law any liability in connection with any Release or obligation of any Hazardous Wasteother person under any Environmental Law and there are no past or present facts that reasonably could be expected to give rise to any material liability with respect to Environmental Laws. No action, Hazardous Material suit, claim, proceeding, writ, investigation, remediation or injunction is pending against the Company, or to the Company’s Knowledge threatened concerning or relating to any Environmental Laws or Hazardous Substance into the environment.Activities. For purposes of this Agreement, (a) “Hazardous Substances” shall mean all emissions, chemicals,

Environmental and Safety Laws. The Company Each of the GMH Companies has complied with and obtained or is diligently pursuing obtaining all applicable environmental permits ("Environmental Permits") relating to pollution or protection of the environment, including laws relating to emissions, discharges, releases, or threatened releases of pollutants, contaminants, or hazardous or toxic materials or wastes into the ambient air, surface water, ground water, or land, or otherwise relating to the manufacturing, processing, distribution, use, treatment, storage, generation, disposal, transport or handling of pollutants, contaminants or hazardous or toxic materials or wastes, all of which are set forth in Section 3.20 to the Disclosure Schedule, and, except as specifically indicated on such Schedule, the transactions contemplated hereby will not alter or impair in any material respect any such Environmental Permits. Except as set forth in Section 3.20 to the Disclosure Schedule, each of the GMH Companies is in material compliance with all federalterms and conditions of such Environmental Permits and has complied in all material respects and is in compliance in all material respects with all other limitations, staterestrictions, local conditions, standards, prohibitions, requirements, obligation, schedules and foreign statutes (civil and criminal)timetables contained in such laws or contained in any regulation, lawscode, ordinancesplan, regulationsorder, rulesdecree, noticesjudgment, permitsnotice or demand letter issued, judgmentsentered promulgated or approved thereunder to the extent applicable. Except as disclosed in Section 3.20 to the Disclosure Schedule, orders and decrees applicable to it there is no action, suit or proceeding at law or in equity by any Person or any arbitration or any administrative or other proceeding by or before (or, to the knowledge of its propertiesthe GMH Companies, assetsany investigation by) any governmental or other instrumentality or agency, operations and businesses pending, or to knowledge of either of the GMH Companies, threatened against the GMH Companies or the Acquired Entities relating to environmental compliance or attempting to establish environmental liability. The GMH Companies have previously delivered to the protection Purchasers true and correct copies of all of the environment (collectivelyinformation set forth in Section 3.20 to the Disclosure Schedule. Except as set forth in Section 3.20 of the Disclosure Schedule, “Environmental Laws”) to the knowledge of the GMH Companies, there are no conditions, circumstances, activities, practices, incidents, actions or plans relating to any real property leased or owned by either of the GMH Companies, or the business of the GMH Companies or the Acquired Entities or sites used by the GMH Companies or the Acquired Entities for waste disposal or recycling which would be reasonably likely to interfere with or prevent compliance or continued compliance with or which are in non-compliance with any environmental laws or with any regulation, code, order, decree, judgment, injunction, notice or demand letter issued, entered, promulgated or approved thereunder, or which would reasonably be expected to give rise to any common law or other legal liability, including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim liability under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980Act, as amendedamended ("CERCLA"), (ii) the Resource Conservation and Recovery Act, as amended (iii"RCRA"), or similar state, foreign or local laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, treatment, storage, disposal, generation, transport or handling, or emission, discharge, release or threatened release into the environment, of any pollutant, contaminant, chemical, or industrial, toxic or hazardous material, substance or waste. Without in any way limiting the foregoing, and except as set forth in Section 3.20 of the Disclosure Schedule, no release, emission or discharge into the environment of any hazardous substance (as that term is defined under CERCLA or any applicable state law) the Hazardous Materials Transportation Act has occurred or (iv) comparable state and local statutes and regulations. The Company has no contingent liability is currently occurring in connection with any Release the conduct of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentbusiness of the GMH Companies.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes (civil and criminal)substance or waste, laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets, operations and businesses relating to the protection of the environment (collectively, each a “Environmental LawsHazardous Substance”) includingon, without limitationupon, Environmental Laws relating to airinto or from any site currently or heretofore owned, waterleased or otherwise used by the Company during any time that such site has been owned, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses affiliate or (ii) necessitate a material expenditure by or on behalf affiliated entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchaser true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The To the best of the Company's knowledge, the Company and each of its subsidiaries is not, and at no time has complied been, in violation of any applicable statute, law or regulation relating to the environment or occupational health and safety, and no material expenditures are or will be required in order to comply with and is in material compliance with any such existing statute, law or regulation. As used herein, "Environmental Laws" means all applicable federal, statestate and local laws, local and foreign statutes (civil and criminal)rules, lawsregulations, codes, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generationcommon law governing, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on the Company or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of regulating or otherwise handled. Except as set forth on Schedule 3.11 heretoaffecting the environment, there have been no “Releases” orhealth or safety, to including the Knowledge of federal Clean Air Act, the Companyfederal Clean Water Act, threats of “Releases” (as defined in any Environmental Laws) atthe federal Resource Conservation and Recovery Act, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation federal Toxic Substances Control Act or (iv) comparable and their state and local statutes counterparts. The term "Hazardous Materials" means the existence in any form of polychlorinated biphenyls, asbestos or asbestos containing materials, urea formaldehyde foam insulation, oil, gasoline, petroleum, petroleum products and regulationspetroleum-derived substances (other than in vehicles operated in the ordinary course of business), pesticides and herbicides, and any other chemical, material or substance regulated under any Environmental Laws. The Company has operated all facilities and properties owned, leased or operated by it in material compliance with the Environmental Laws; and no contingent liability Hazardous Materials have been stored, used, disposed of, treated, released or discharged by the Company in connection with material violation of Environmental Laws. The Company has not received any Release notice from any governmental body claiming any material violation of any Hazardous WasteEnvironmental Law, or requiring any material work, repairs, construction, investigation, alterations, noise reduction, cleanup or installation, which has not been fully complied with; and the Company has not received any notice claiming that a release of Hazardous Material has occurred or Hazardous Substance into exists on, in or under any facility or property owned, leased or operated currently or in the environmentpast by the Company. The Company does not have in its possession any reports of environmental consultants relating to the properties of the Company.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on (1) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (2) there has been no use, handling, storage, generation, distribution, disposal, arrangement for disposal of, exposure of any Person to, release, or to the Company’s knowledge threatened release, of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof or any other materials, substance or waste for which standards of conduct or liability may be imposed under Environmental Laws (each a “Hazardous Substance”) on, upon, into, under or from any site currently or heretofore owned, leased or otherwise used by the Company or any of its businesses Subsidiaries or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, its Subsidiaries; (3) there have been no “Releases” orHazardous Substances generated, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances by the Company or arranged for the transportation its Subsidiaries that have been disposed of or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States; (4) there are no underground storage tanks located on, no polychlorinated biphenyls or the Buyer for any clean-up costequipment containing such chemical used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned, leased or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws; and (iii5) neither the Hazardous Materials Transportation Act Company nor any of its Subsidiaries has knowledge of any existing event, condition, occurrence, circumstances, activities, practices, incidents or (iv) comparable state actions which could reasonably be expected to interfere with or prevent continued compliance by the Company or its Subsidiaries with applicable Environmental Laws, give rise to any common law or statutory liability or otherwise form the basis of any liability under Environmental Law. Neither the Company nor its Subsidiaries has received any written notice alleging any violation of, or liability under, Environmental Laws, except for such violations or liabilities as would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, there are no material environmental records, reports, notifications, certificates of need, Permits, pending Permit applications, correspondence, engineering studies, and local statutes and regulations. The Company has no contingent liability environmental studies or assessments arising out of or in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentCompany’s business as now conducted and as proposed to be conducted.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection knowledge of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on Company threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and or its Subsidiaries, or to their knowledge by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or their its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material reports, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any of its Subsidiaries. “Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment , preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Hazardous Materials” means materials, wastes or pollutants listed or defined as permitted “hazardous substances”, “hazardous wastes” ,”toxic substances” or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental LawsLaw, including nuclear materials and radioactive substances or wastes, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and toxic mold. There is no on-site “Person” means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any government (whether federal, state, local county, city, municipal or foreign enforcement action otherwise, including any instrumentality, division, agency, body or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up costdepartment thereof), remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation shall include such Person’s successors and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentassigns.

Environmental and Safety Laws. (a) The Company is and has complied with and is been in material compliance with all federalEnvironmental Laws; (b) there has been no release or threatened release of any pollutant, statecontaminant or toxic or hazardous material, local and foreign statutes (civil and criminal)substance or waste, laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or petroleum or any of its propertiesfraction thereof, assets(each a "Hazardous Substance") on, operations and businesses relating to upon, into or from any site currently or heretofore owned, leased or otherwise used by the protection of the environment (collectivelyCompany during any time that such site has been owned, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment leased or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on otherwise used by the Company or any of its businesses Affiliate or (ii) necessitate a material expenditure by or on behalf affiliated entity of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedand, to the extent required by all Environmental Lawsactual knowledge of the Company, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, at any other time; (c) there have been no “Releases” or, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated Hazardous Substances generated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or that have been disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action "superfund" site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against Governmental Body in the Company United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls ("PCBs") or the Buyer for any cleanPCB-up costcontaining equipment used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws, in all cases, the result of which would be materially adverse to the Group Companies taken as a whole. The Company has made available to Acquiror true and complete copies of all environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments. For purposes hereof, "Environmental Laws" means any law, regulation, or other applicable requirement relating to (i) releases or threatened release of Hazardous Substance; (ii) pollution or protection of employee health or safety, public health or the environment; or (iii) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentSubstances.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalExcept as could not reasonably be expected to have, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not and would not (i) have a Material Adverse Effect on (a) the Business is in compliance with all Environmental Laws; (b) the Company has not had any release, or any of its businesses or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in to the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treatknowledge, transportthreatened release of any pollutant, storecontaminant or toxic or hazardous material, dispose of and substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, or from any site currently or heretofore owned, leased or otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated used by the Company where Hazardous Wasteswith respect to the Business which requires investigation, Hazardous Materials remediation or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, other response action by the Company under applicable Environmental Laws; and (c) to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated there have been no Hazardous Substances generated by the Company except as permitted with respect to the Business that have been disposed of or come to be located at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental Authority in the United States or any proposed list of sites or any site which could reasonably be expected to result in liability to the Company, nor has the Company received any request for information request for information, demand or claim from a Governmental Authority or third party with respect to any such disposal or other disposition of such Hazardous Substances with respect to the Business. The Company has made available to the Parent true and complete copies of all material environmental, reports, permits, pending permit applications, engineering studies, and environmental studies or assessments in its possession with respect to the Business. For purposes of this Section 3.1(n), “Environmental Laws. There is no on-site ” means any law, regulation, or off-site location other applicable requirement relating to which the Company has transported (a) releases or disposed threatened release of Hazardous WastesSubstances; (b) pollution or protection of employee health or safety, Hazardous Materials and Hazardous Substances public health or arranged for the transportation environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous WastesSubstances; including any permit, Hazardous Materials and Hazardous Substances which is license or registration applicable thereto in effect as of the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulationsdate hereof. The Company has no contingent liability representations contained in connection this section shall be the exclusive representations and warranties with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentrespect to environmental and safety matters.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectivelyCompany’s Knowledge, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in compliance with Environmental Law in all material respects and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have no knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in or its Subsidiaries, or, to the Company’s financial statements. The Company has obtained and complied with all necessary permits and Knowledge, by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material reports, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any Subsidiary. “Environmental Law” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, legally binding notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment, preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. “Governmental Authority” means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. “Hazardous Materials” means materials, wastes or pollutants listed or defined as permitted “hazardous materials”, “hazardous wastes”, ”toxic substances” or by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed words of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action similar import or any other investigation which could lead to any substance or waste otherwise regulated by applicable Environmental Claim against the Company Law, including nuclear materials and radioactive substances or the Buyer for any clean-up costwastes, remedial workpetroleum or petroleum distillates, damage to natural resources asbestos or personal injuryasbestos containing materials, includingpolychlorinated biphenyls, but not limited toradon gas, any claim under (i) the Comprehensive Environmental Responseinfectious or medical wastes, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmenttoxic mold.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on (1) the Company and its Subsidiaries are and have been in compliance with all Environmental Laws; (2) there has been no use, handling, storage, generation, distribution, disposal, arrangement for disposal of, exposure of any Person to, release, or to the Company’s knowledge threatened release, of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof. or any other materials, substance or waste for which standards of conduct or liability may be imposed under Environmental Laws (each a “Hazardous Substance”) on, upon, into, under or from any site currently or heretofore owned, leased or otherwise used by the Company or any of its businesses Subsidiaries or (ii) necessitate a material expenditure by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, its Subsidiaries; (3) there have been no “Releases” orHazardous Substances generated, to the Knowledge of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances by the Company or arranged for the transportation its Subsidiaries that have been disposed of or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of come to rest at any site that has been included in any published U.S. federal, state, state or local or foreign enforcement action “superfund” site list or any other investigation which could lead to similar list of hazardous or toxic waste sites published by any Environmental Claim against governmental authority in the Company United States; (4) there are no underground storage tanks located on, no polychlorinated biphenyls or the Buyer for any clean-up costequipment containing such chemical used or stored on, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, no hazardous waste as amended, (ii) defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned, leased or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws; and (iii5) neither the Hazardous Materials Transportation Act Company nor any of its Subsidiaries has knowledge of any existing event, condition, occurrence, circumstances, activities, practices, incidents or (iv) comparable state actions which could reasonably be expected to interfere with or prevent continued compliance by the Company or its Subsidiaries with applicable Environmental Laws, give rise to any common law or statutory liability or otherwise form the basis of any liability under Environmental Law. Neither the Company nor its Subsidiaries has received any written notice alleging any violation of, or liability under, Environmental Laws, except for such violations or liabilities as would not reasonably be expected to have a Material Adverse Effect. As of the date hereof, there are no material environmental records, reports, notifications, certificates of need, Permits, pending Permit applications, correspondence, engineering studies, and local statutes and regulations. The Company has no contingent liability environmental studies or assessments arising out of or in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentCompany’s business as now conducted and as proposed to be conducted.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federalThere are no pending actions, statesuits or proceedings by or before any arbitrator or Governmental Authority pending, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection knowledge of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) have a Material Adverse Effect on Company threatened against the Company or any of its businesses Subsidiaries under Environmental Law. The Company and its Subsidiaries (i) are and have been in full compliance with Environmental Law and have no knowledge or any material expenditure that will be required to maintain such compliance in the future; (ii) necessitate a material expenditure have not received any notice or claim alleging that they are not in full compliance with or otherwise have liability under Environmental Law; and (iii) have not knowledge of any facts or circumstances that could reasonably be expected to form the basis of any such claim. No Hazardous Materials are present or are used or have been used, stored, or released by or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and or its Subsidiaries, or to their knowledge by any other approvals necessary to treatPerson, transportat any property currently or formerly owned, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and leased or operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have been treated, stored, its Subsidiaries or disposed of at any other location by the Company or otherwise handledits Subsidiaries except (i) in compliance with Environmental Law; and (2) in quantities and under circumstances that would not require investigation or remediation by the Company or its Subsidiaries. Except as set forth on Schedule 3.11 hereto, there The Company and its Subsidiaries have been no “Releases” or, not assumed by contract or by operation of law the liabilities arising under Environmental Law of any other Person. The Company and its Subsidiaries have provided to the Knowledge Agent all material report, audits and assessments in their possession or control regarding the environmental condition of the Company, threats of “Releases” (as defined in any Environmental Laws) at, from, in or on any property currently or formerly owned or operated by the Company except or any Subsidiary. "ENVIRONMENTAL LAW" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to pollution or the environment , preservation or reclamation of natural resources, the management, generation, use, handling, treatment, transportation, storage, disposal or release or threatened release of or exposure to Hazardous Materials, or occupational health and safety. "GOVERNMENTAL AUTHORITY" means any nation or government, any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "HAZARDOUS MATERIALS" means materials, wastes or pollutants listed or defined as permitted "hazardous substances", "hazardous wastes" ,"toxic substances" or by words of similar import or any other substance or waste otherwise regulated by applicable Environmental LawsLaw, including nuclear materials and radioactive substances or wastes, petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and toxic mold. There is no on-site "PERSON" means any individual, sole proprietorship, partnership, limited liability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any government (whether federal, state, local county, city, municipal or foreign enforcement action otherwise, including any instrumentality, division, agency, body or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up costdepartment thereof), remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation shall include such Person's successors and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentassigns.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal(a) Except as would not, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly individually or in the aggregate, does not have a Company Material Adverse Effect and would not except as set forth in Schedule 4.24: (i) the Company and the Operating Company are not in violation of any Environmental Laws, and no expenditures are or will be required in order to comply with any existing Environmental Law; (ii) no Materials of Environmental Concern are used or have a Material Adverse Effect on been used, treated, stored, or disposed of by the Company or the Operating Company, or, to the Company’s Knowledge, any of its businesses or (ii) necessitate a material expenditure by or other Person on behalf of the Company or the Operating Company, or on any property owned, leased or used by the Company or the Operating Company under circumstances that are reasonably likely to result in excess Liability of amounts already reserved for such purpose in the Company’s financial statements. The Company or the Operating Company under any applicable Environmental Law; (iii) neither the Company nor the Operating Company has obtained received any written notification alleging that it is liable for, or request for information pursuant to section 104(e) of the Comprehensive Environmental Response, Compensation, and complied Liability Act or similar state statutes, concerning any release or threatened release of Materials of Environmental Concern at any location except, with all necessary permits and other approvals necessary respect to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reportedany such notification or request for information concerning any such release or threatened release, to the extent required by such matter has been resolved with all appropriate foreign, federal, state and local regulatory authorities or otherwise; (iv) neither the Company nor the Operating Company has received any written claim or complaint, or is subject to any Proceeding, relating to noncompliance with Environmental Laws or any other Liabilities pursuant to Environmental Laws, all past and present sites owned and operated by the Company where Hazardous Wastes, Hazardous Materials or Hazardous Substances have no such matter has been treated, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been no “Releases” or, threatened in writing to the Knowledge of the Company, threats ; and (v) there are and have been no releases or discharges of “Releases” (as defined in any Materials of Environmental Laws) Concern at, from, in on or on under any property owned owned, leased or operated used by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability in connection with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentOperating Company.

Environmental and Safety Laws. The Company has complied with and is in material compliance with all federal, state, local and foreign statutes (civil and criminal), laws, ordinances, regulations, rules, notices, permits, judgments, orders and decrees applicable to it or any of its properties, assets, operations and businesses relating to the protection of the environment (collectively, “Environmental Laws”) including, without limitation, Environmental Laws relating to air, water, land and the generation, storage, use, handling, transportation, treatment or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances (Except as such terms are defined in any applicable Environmental Law) except to the extent that noncompliance with any Environmental Laws, either singly or in the aggregate, does not and would not (i) reasonably be expected to have a Material Adverse Effect on Effect, the Company is and has been in compliance with all Environmental Laws. To the Company’s Knowledge, there has been no release or threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste, or petroleum or any fraction thereof, (each a “Hazardous Substance”) on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company. The Company has not received any written notice of any claim, allegation, investigation, judicial or administrative action or proceeding, and to the Company’s Knowledge, none are threatened or pending, in which it is alleged that the Company has failed to comply with or is subject to liability under Environmental Laws, and, to the Company’s Knowledge, the Company is not subject to any outstanding Order or agreement issued by a Governmental Body under any Environmental Laws. To the Company’s knowledge, (a) there have been no Hazardous Substances generated or otherwise used by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any Governmental Body in the United States; (b) no facts, circumstances or conditions exist with respect to the Company or any of its businesses property currently or (ii) necessitate a material expenditure by formerly owned, operated, leased, or on behalf of the Company in excess of amounts already reserved for such purpose in the Company’s financial statements. The Company has obtained and complied with all necessary permits and other approvals necessary to treat, transport, store, dispose of and otherwise handle Hazardous Wastes, Hazardous Materials and Hazardous Substances and has reported, to the extent required by all Environmental Laws, all past and present sites owned and operated used by the Company where Hazardous Wastesthat could reasonably be expected to result in the Company incurring unbudgeted material liability; and (c) there are no underground storage tanks located on, Hazardous Materials no polychlorinated biphenyls (“PCBs”) or Hazardous Substances have been treatedPCB-containing equipment used or stored on, stored, disposed of or otherwise handled. Except as set forth on Schedule 3.11 hereto, there have been and no “Releases” or, to the Knowledge of the Company, threats of “Releases” (hazardous waste as defined in any Environmental Laws) at, from, in or on any property owned or operated by the Company except as permitted by Environmental Laws. There is no on-site or off-site location to which the Company has transported or disposed of Hazardous Wastes, Hazardous Materials and Hazardous Substances or arranged for the transportation or disposal of Hazardous Wastes, Hazardous Materials and Hazardous Substances which is the subject of any federal, state, local or foreign enforcement action or any other investigation which could lead to any Environmental Claim against the Company or the Buyer for any clean-up cost, remedial work, damage to natural resources or personal injury, including, but not limited to, any claim under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) the Resource Conservation and Recovery Act, (iii) as amended, stored on, any site owned or operated by the Hazardous Materials Transportation Act or (iv) comparable state and local statutes and regulations. The Company has no contingent liability Company, except for the storage of hazardous waste in connection compliance with any Release of any Hazardous Waste, Hazardous Material or Hazardous Substance into the environmentEnvironmental Laws.