Common use of Environmental Clause in Contracts

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.

Environmental. Except as would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, each Company Subsidiary are and since July 21January 1, 2021, 2020 have been, been in compliance with all applicable Environmental Laws, including possessing and complying with all Company Permits applicable to required for their operations under in accordance with Environmental Laws, which includes compliance with all Environmental LawsLaws governing the registration or authorization of the use of Hazardous Materials in products; (b) there is (i) no pending or threatened Action pursuant to any Environmental Law Proceeding against the Company or any of its Subsidiaries; Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (cii) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice, demand, letter, notice or claim a written request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Company Subsidiary has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable have liability under any applicable Environmental Law, the subject of which notice or request is unresolved and (iii) neither the Company nor any Company Subsidiary is a party or subject to any ongoing obligations pursuant to any Order or agreement resolving any alleged violation of or liability under any Environmental Law; (c) no Hazardous Materials have been released by the Company or any Company Subsidiary, or, to the Knowledge of the Company, by any third party at, on, under or from any real property currently or formerly owned, leased or operated by the Company or any Company Subsidiary in a manner or to a degree that has resulted in or is reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or that otherwise has resulted in or is reasonably likely to result in liability to the Company or any Company Subsidiary under any Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake written agreement or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the CompanyCompany incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with respect any Environmental Law, or relating to the Leased Real Propertygeneration, there have been no Releases on use, storage, disposal or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected exposure to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any siteHazardous Materials; and (ge) the Company has made available no capital improvements currently are required or planned to Parent prior to the date be undertaken at any of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current Company Subsidiary owned or former leased properties for the purpose of achieving or operationsmaintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws.

Environmental. Except as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries areare and, and since July 21, 2021except for matters which have been resolved, have been, been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations under all applicable Environmental Laws; (b) as of the date of this Agreement, there is no pending or or, to the Knowledge of the Company, threatened Action Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through . As of the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither , which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (ec) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases of Hazardous Materials on or underneath any of such real properties location that has caused environmental contamination at such real properties that would resulted, or is reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fd) neither the Company nor has delivered or otherwise made available for inspection to the Parent copies of any material reports, investigations, audits, assessments (including Phase I or II environmental site assessments), studies or other material documents in the possession of or reasonably available to the Company or any of its Subsidiaries has been identified pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or any of its Subsidiaries and Subsidiaries; or (iii) the Company’s or any of its current or former properties or operationsSubsidiaries’ compliance with applicable Environmental Laws.

Environmental. Except (i) To the Company's knowledge, the businesses as would not have a Company Material Adverse Effect: (a) presently or formerly engaged in by the Company and its Subsidiaries are, Subsidiary are and since July 21, 2021, have been, been conducted in compliance in all material respects with all applicable Environmental LawsLaws (as defined below), including possessing including, without limitation, having all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against required material permits, licenses and other approvals and authorizations, during the time the Company or any of its Subsidiaries; Subsidiary engaged in such businesses, (cii) since July 21to the Company's knowledge, 2021 through the date of this Agreement, neither properties presently or formerly owned or operated by the Company nor and its Subsidiary (including, without limitation, soil, groundwater or surface water on, under or adjacent to the properties, and buildings thereon) (the "Properties") do not contain any of its Subsidiaries has received any written noticeHazardous Substance other than as permitted under applicable Environmental Law (provided, demandhowever, letter, that with respect to Properties formerly owned or claim from any Person, including any Governmental Authority, alleging that operated by the Company or any of its Subsidiaries has been Subsidiary, such representation is limited to the period the Company or is in violation its Subsidiary owned or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; operated such Properties), (diii) neither the Company nor its Subsidiary has received any of notices, demand letters or request for information from any Federal, state, local or foreign governmental entity or any third party indicating that the Company or its Subsidiaries is a party Subsidiary may be in violation of, or subject to liable under, any Order relating to compliance with Environmental Law in connection with the ownership or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge operation of the Company's or its Subsidiary's businesses, (iv) there are no civil, criminal or administrative actions, suits, demands, claims, hearings, investigations or proceedings pending or, to the Company's knowledge, threatened against the Company or its Subsidiary with respect to the Leased Real PropertyCompany, its Subsidiary or the Properties relating to any violation, or alleged violation, of any Environmental Law, (v) no reports have been filed, or are required to be filed, by the Company or its Subsidiary concerning the release of any Hazardous Substance or the threatened or actual violation of any Environmental Law on or at the Properties, (vi) no Hazardous Substance has been disposed of, transferred, released or transported from any of the Properties during the time such Property was owned or operated by the Company or its Subsidiary, other than as permitted under applicable Environmental Law or other than as would not be material to the Company and its Subsidiary taken as a whole, (vii) there have been no Releases on environmental investigations, studies, audits, tests, reviews or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation other analyses conducted by other Persons; (f) neither or which are in the possession of the Company nor any of or its Subsidiaries has Subsidiary relating to the Company, its Subsidiary or the Properties which have not been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available delivered to Parent prior to the date hereof, (viii) there are no underground storage tanks on, in or under any of this Agreement true, correct the Properties and complete copies no underground storage tanks have been closed or removed from any Properties which are or have been in the ownership of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries Subsidiary (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, the representations in this subsection (viii) are limited to the period the Company or its Subsidiary owned or operated such Properties), (ix) to the Company's knowledge, there is no asbestos present in any Property presently owned or operated by the Company or its Subsidiary, and no asbestos has been removed from any Property while such Property was owned or operated by the Company or its current Subsidiary, (x) none of the Properties has been used at any time by the Company or former properties its Subsidiary as a sanitary landfill or operationshazardous waste disposal site and (xi) neither the Company nor its Subsidiary has incurred, and none of the Properties (provided, however, that with respect to Properties formerly owned or operated by the Company or its Subsidiary, such representation is limited to the period the Company or its Subsidiary owned or operated such Properties) are presently subject to, any material liabilities (fixed or contingent) relating to any suit, settlement, court order, administrative order, judgment or claim asserted or arising under any Environmental Law.

Environmental. Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations under all applicable Environmental Laws; (b) as of the date of this Agreement, there is no Proceeding or Order pending or or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through as of the date of this Agreement, neither none of the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim from any Person, including any Governmental Authority, a request for information alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases of Hazardous Materials on or underneath any of such real properties location that has caused environmental contamination at such real properties that would is reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fe) neither the Company nor has delivered or otherwise made available for inspection to the Parent copies of any Phase I or II environmental site assessments in the possession of the Company or any of its Subsidiaries has been identified pertaining to (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or any of its Subsidiaries and Subsidiaries; or (iii) the Company’s or any of its current or former properties or operationsSubsidiaries’ compliance with applicable Environmental Laws.

Environmental. (a) Except as would not have a Company Material Adverse Effect: (a) not, individually or in the aggregate, be material to the Company and its the Company Subsidiaries, taken as a whole, each of the Company and the Company Subsidiaries are, and since July 21, 2021, have been, in compliance has complied with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is and no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21Proceeding, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written noticecharge, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries notice has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationfiled, remediationcommenced or, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, threatened against any of the Company or the Company Subsidiaries alleging any failure to so comply. Without limiting the generality of the preceding sentence, each of the Company and the Company Subsidiaries has obtained all Permits that are required under, and has complied with respect all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables that are contained in, all Environmental Laws, except in each foregoing case where the failure to obtain any such Permit or any non-compliance, individually or in the aggregate, would not be material to the Leased Real PropertyCompany and the Company Subsidiaries, there have been no Releases on taken as a whole. (b) Except as would not, individually or underneath in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole: (i) none of the Company or any of such real properties the Company Subsidiaries has any liability for damage to any site, location or body of water (surface or subsurface), for any illness of or personal injury to any employee or other individual, or for any other reason, in each case under applicable Environmental Laws; and (ii) none of the Company or any of the Company Subsidiaries has handled or disposed of any Hazardous Substance, arranged for the disposal of any Hazardous Substance, exposed any employee or other individual to any Hazardous Substance or condition or owned or operated any property or facility in any manner that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law form the basis for any present or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;future Proceeding, charge, or demand against the Company or any Company Subsidiary. (fc) neither All properties and equipment used in the business of the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) and the Company has made available to Parent prior to the date of this Agreement true, correct Subsidiaries are now and complete copies of have been free from any environmental reports, studies, assessments and other Hazardous Substance that would be material environmental information prepared since July 21, 2021 in its possession relating to the Company and the Company Subsidiaries, taken as a whole, except for reasonable quantities of substances typically used and reasonably necessary for the ordinary operation of the business of the Company and the Company Subsidiaries or its Subsidiaries the maintenance of any real property set forth on Section 4.15(a) of the Company Disclosure Schedule, so long as such substances are used, transported, stored and its current or former properties or operationshandled in accordance with applicable Environmental Laws.

Environmental. Except as would not have a set forth in Section 2.15 of the Company Material Adverse Effect: (a) Disclosure Schedule, the Company and each of its Subsidiaries are, and since July 21, 2021, have been, subsidiaries is in full compliance with all applicable laws, rules, regulations, orders, judgments, decrees and other legal requirements, foreign and domestic, relating to the prevention of pollution and the protection of the environment, including, without limitation, all such legal requirements pertaining to human health and safety (collectively, "Environmental Laws"). Except as set forth in Section 2.15 of the Company Disclosure Schedule, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending physical condition existing on any property ever owned, operated, leased or threatened Action pursuant to any Environmental Law against used by the Company or any of its Subsidiaries; (c) since July 21, 2021 through subsidiaries nor are there any physical conditions existing on any other property that may have been impacted by the date operations of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of subsidiaries that could give rise to any applicable Environmental Law or otherwise may be liable remedial obligation under any applicable Environmental Law; (d) neither Laws or that could result in any liability to any third party claiming damage to person or property as a result or consequence of such physical conditions. Except as set forth in Section 2.15 of the Company nor Disclosure Schedule, none of the Company or any of its Subsidiaries is a subsidiaries has caused or permitted its businesses, properties or assets to be used to generate, manufacture, refine, transport, treat, store, handle, dispose of, transfer, produce, or process any Hazardous Substance (as defined below) except in compliance with all Environmental Laws, and has not caused or permitted the Release (as defined below) or arrangement for transport or disposal of any Hazardous Substance on or off the site of any property of any of the Company or any of its subsidiaries. Except as set forth in Section 2.15 of the Company Disclosure Schedule, there are no underground storage tanks on, under, or about any property of the Company or any of its subsidiaries, and to the knowledge of the Company and the Shareholders, no underground storage tanks were previously located on such properties. The Company does not know of, and has not received any written or oral notice or other communications from any Governmental Entity or other third party or subject to any Order relating to compliance with Environmental Law Hazardous Substances or the investigationremediation thereof, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any possible liability of another Person under or enforcement against any person or entity pursuant to any Environmental Law; (e) to the Knowledge , other environmental conditions in connection with properties of the Company, with respect to the Leased Real Property, there have been no Releases on Company or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified subsidiaries, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing. The term "Hazardous Substance" shall mean, without limitation, any hazardous waste, as defined by 42 U.S.C. 6903(5), any hazardous substance, as defined by 42 U.S.C. 9601(14), any pollutant or contaminant, as defined by 42 U.S.C. 9601(33), asbestos or asbestos-containing materials, polychlorinated biphenyls, radon, crude oil or derivatives thereof, petroleum products, and all other toxic substances, hazardous materials or chemical substances regulated by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) Environmental Law. The term "Release" shall have the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 meaning set forth in its possession relating to the Company or its Subsidiaries and its current or former properties or operations42 U.S.C. 9601(22).

Environmental. Except as would not have a Company Material Adverse Effectdescribed in SCHEDULE I: (ai) the Company Business is and its Subsidiaries arehas been, and since July 21, 2021, have beenthe associated Assets are, in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable except where the failure to their operations under all Environmental Lawsbe in compliance would not result in a Material Adverse Change; (bii) there is no pending or threatened Action pursuant to any the Corporation and the Subsidiaries have obtained all permits, licences and authorizations required under Environmental Law against Laws for the Company operation of the Business, or any of its Subsidiaries; part thereof, (c) since July 21the “Environmental Permits”), 2021 through except where the date of this Agreement, neither the Company nor failure to possess any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable such Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that Permit would not reasonably be expected to result in a Material Adverse Change. All of such Environmental Permits are described in SCHEDULE H. Each such Environmental Permit is valid and subsisting, and none of the Corporation or the Subsidiaries is in default or breach, in any material respect, of any of such Environmental Permits and no proceeding is pending or, to the Knowledge of the Sellers, Threatened to revoke, amend or limit any Environmental Permit. Subject to receipt of Required Consents, none of the Environmental Permits will become void, or be in default, as a result of this Agreement or the completion of the transactions contemplated in this Agreement; (iii) none of the Corporation or the Subsidiaries has received written notice of, nor been prosecuted for, an obligation offence alleging violation of, or non-compliance with, any Environmental Laws. To the Knowledge of the Sellers, there are no facts that could give rise to remediate such environmental contamination pursuant to applicable a notice of non-compliance with any Environmental Law or which would result in liability pursuant a Material Adverse Change. None of the Corporation or the Subsidiaries has received written notice of or have knowledge, to applicable the Knowledge of the Sellers, of a threatened order of a Government Authority relating to Environmental Law Laws requiring any work, repairs, construction or capital expenditures to be made with respect to remediation conducted by other Personsthe Business or Assets; (fiv) neither none of the Company nor any of its Corporation or the Subsidiaries has been identified received written notice or have knowledge, to the Knowledge of the Sellers, of a threatened proceeding by a Governmental Authority, or a lawsuit, making a demand for damages or alleging other potential liability with respect to violations of Environmental Laws; (v) none of the Corporation or the Subsidiaries has used the Assets to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Governmental Authority as a potentially responsible party Hazardous Substance except in compliance with Environmental Laws in all material respects; (vi) none of the Corporation or the Subsidiaries has caused or permitted the release of any Hazardous Substance in, under CERCLA or on its Real Property except in compliance with Environmental Laws in all material respects; (vii) the Corporation and the Subsidiaries have provided the Buyer with copies of all analyses and monitoring data for soil, groundwater and surface water and all reports pertaining to any similar state environmental assessments or foreign Law at any siteaudits relating to the Corporation and the Subsidiaries that are in the possession or control of the Corporation and the Subsidiaries; (viii) the Corporation and the Subsidiaries maintained all environmental and operating documents and records in the manner and for the time periods required by Environmental Laws; and (gix) neither the Company Corporation nor the Subsidiaries has made available breached any obligation to Parent prior report to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsGovernmental Authority imposed by any Environmental Law.

Environmental. Except as (a) To the knowledge of the Company, each of the Company and its Subsidiaries and any predecessors thereof has been and is in compliance with all Environmental Laws, except for noncompliance that would not not, individually or in the aggregate, have a Company Material Adverse Effect: (a) , which compliance includes the possession by the Company and its Subsidiaries are, of material permits and since July 21, 2021, have been, in compliance with all other governmental authorizations required for their operations under applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;and compliance with the terms and conditions thereof. (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither Neither the Company nor any of its Subsidiaries has received written notice of any Environmental Claims against the Company or any Subsidiary or written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging notice that the Company or any of its Subsidiaries has been or is in violation or potentially in violation any predecessor of any applicable Environmental Law or otherwise of the foregoing may be potentially liable under or received any applicable written requests for information or other written correspondence or written notice that it is considered potentially liable for any contamination by Hazardous Substances or noncompliance with Environmental Law;Laws. (dc) neither To the Company nor knowledge of the Company, none of the properties currently or formerly owned, leased or operated by the Company, any Subsidiary or any predecessor of any of its Subsidiaries is a party the foregoing (including, without limitation, soils and surface and ground waters) have been contaminated by the dumping, discharge, spillage, disposal or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup other Release of Hazardous Materials, and neither Substances. To the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge knowledge of the Company, with respect to the Leased Real Propertyreal property currently owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases on of Hazardous Materials that require a Cleanup or underneath is part of an Environmental Claim. (d) All waste containing any Hazardous Materials generated, used, handled, stored, treated or disposed of such real properties that (directly or indirectly) by the Company has caused environmental contamination at such real properties that would reasonably be expected to result been released or disposed of in an obligation to remediate such environmental contamination pursuant to material compliance with all applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Laws and reporting requirements. (fe) neither To the Company’s knowledge, no building or other improvement located on the properties currently owned, leased or operated by the Company nor or any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to extent such building or property is occupied by the Company or any of its Subsidiaries and its current Subsidiaries) contains any friable asbestos or former properties or operationsfriable asbestos-containing materials.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, and since July 21January 1, 2021, 2018 have been, in compliance with all applicable Laws relating to the protection of the environment, of natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety as it relates to exposure to Materials of Environmental Concern, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), including possessing all Company Permits applicable to their operations under all Environmental Laws;except for such noncompliance that does not constitute a Material Adverse Effect. (b) there is no pending The Company and its Subsidiaries (i) have received and are in compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses and are, and since January 1, 2018, have been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (ii) have not received notice of any action to revoke, terminate, cancel, limit, amend or threatened Action pursuant appeal any such permits, licenses, exemptions or approvals, and (iii) have paid all fees, assessments or expenses due under any such permits, licenses, exemptions or approvals, except for such failures to any receive and comply with permits, licenses, exemptions and approvals or to comply with Environmental Law against the Company Laws, or any of its Subsidiaries;such actions, or failure to pay any such fees, assessments or expenses that do not constitute a Material Adverse Effect. (c) since July 21Except with respect to matters that have been fully and finally settled or resolved, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (di) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person there are no Proceedings under any Environmental Law; (e) Laws pending or, to the Knowledge of the Company, with respect threatened against the Company or any of the other Debtors, and (ii) the Company and its Subsidiaries have not received written or, to the Leased Real PropertyKnowledge of the Company, there verbal notice of any actual or potential liability of the Company under Environmental Laws for the investigation, remediation or monitoring of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws, where such Proceedings or liability or violation constitute a Material Adverse Effect. (d) Except as to matters that have been fully and finally settled or resolved or would not be reasonably expected to have a Material Adverse Effect, (i) no Releases on written notice, claim, demand, request for information, Order or underneath complaint has been received by the Company or any of the other Debtors and (ii) there are no Proceedings pending or, to the Knowledge of the Company, threatened against the Company or any of the other Debtors, in each case of (i) and (ii) which allege a violation of or liability under any Environmental Laws. None of the Company or any of the other Debtors has entered into any consent decree, settlement or other agreement with any Governmental Entity under which it has outstanding obligations, and none of the Company or its Subsidiaries is subject to any Order, in either case pursuant to any Environmental Laws and where such consent decree, settlement or other agreement or Order constitutes a Material Adverse Effect. (e) There has been no Release, disposal or arrangement for disposal of any Materials of Environmental Concern by the Company, its Subsidiaries or any of their predecessors at any real properties that has caused environmental contamination at such real properties property owned or operated by the Company or any of the other Debtors that would reasonably be expected to result in an obligation give rise to remediate such environmental contamination pursuant any claim or Proceeding, or to applicable any liability, under any Environmental Law against or result in for the Company or its Subsidiaries, except for such claim, Proceeding or liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;that does not constitute a Material Adverse Effect. (f) neither Neither the Company nor any of its Subsidiaries the other Debtors has been identified assumed or retained (i) expressly by Contract or (ii) by operation of Law any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies liabilities of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to Person under Environmental Laws or concerning any Materials of Environmental Concern for which the Company or its Subsidiaries would not otherwise be liable, where such assumption or retention of responsibility constitutes a Material Adverse Effect. (g) To the Knowledge of the Company, none of the transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws. The representations and warranties in this Section 4.19 are the sole and exclusive representations and warranties of the Company and its current Subsidiaries with respect to environmental, health or former properties safety matters, including any arising under Environmental Laws or operationsrelating to Materials of Environmental Concern.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, each Company Subsidiary have been and since July 21, 2021, have been, are in material compliance with all applicable Environmental Laws, including possessing and materially complying with all material Company Permits applicable to required for their operations under in accordance with Environmental Laws, which includes compliance with all Environmental LawsLaws governing the registration or authorization of the use of Hazardous Materials in products; (b) there is no pending or threatened Action pursuant to any Environmental Law No Proceeding against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither Company Subsidiary relating to any Environmental Law is pending or threatened in writing. Neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice, demand, letter, notice or claim a written request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Company Subsidiary has been or is in violation actual or potentially in potential material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law; (d) neither , the subject of which notice or request is unresolved. Neither the Company nor any of its Subsidiaries Company Subsidiary is a party or subject to any Order relating under any Environmental Law; (c) No Hazardous Materials have been released at, on, under or from any location that have resulted in or are reasonably likely to compliance result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or otherwise have resulted in or are reasonably likely to result in material liability to the investigation, remediation, removal Company or cleanup of Hazardous Materials, and neither any Company Subsidiary under any Environmental Law; (d) Neither the Company nor any Company Subsidiary has entered into any Contract written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against material liabilities or costs in connection with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law, or relating to the registration, labeling, generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials; (e) No material capital improvements currently are required or planned to the Knowledge be undertaken at any of the Company, with respect to the Company Leased Real Property, there have been no Releases on Property for the purpose of achieving or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination maintaining compliance with Environmental Laws or Company Permits issued pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Laws; and (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any all material environmental reports, studies, assessments and other material or audits reasonably in the possession of the Company which pertain to the environmental information prepared since July 21condition of any property currently or formerly owned, 2021 in its possession relating to leased, or operated by the Company or its Subsidiaries and its current any Company Subsidiary, or former properties to the Company’s or operationsany Company Subsidiary’s compliance with Environmental Law.

Environmental. Except as would not have have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21January 1, 2021, 2020 have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to required for their operations under all applicable Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21January 1, 2021 2020 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (d) neither the Company nor any of its Subsidiaries (i) is a party or subject to any Order relating pursuant to compliance with Environmental Law (ii) to the Knowledge of the Company, has exposed any person to any Hazardous Material that would give rise to liability (contingent or the investigationotherwise) pursuant to Environmental Law; or (iii) has assumed, remediation, removal undertaken or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract provided an indemnity with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject respect to any liability (contingent or otherwise) of another any other Person under relating to any Environmental Law;; and (e) to the Knowledge of the Company, with respect to the Owned Real Property and the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would is reasonably be expected likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither . The representations and warranties set forth in this Section 4.18 are the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available Company’s sole and exclusive representations with respect to Parent prior to the date of environmental matters in this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsAgreement.

Environmental. (a) Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (ai) the Company and its Subsidiaries areare and, and since July 21December 31, 20212014, have been, been in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations under all applicable Environmental Laws; (bii) there is no Proceeding or Order pending or, to the Knowledge of the Company, threatened pursuant to or threatened Action pursuant relating to any Environmental Law against the Company or any of its Subsidiaries; (ciii) since July 21, 2021 through the date none of this Agreement, neither the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim from any Person, including any Governmental Authority, a request for information alleging that the Company or any of its Subsidiaries or any of their respective predecessors has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved; (div) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases of Hazardous Materials on or underneath any of such real properties location that has caused environmental contamination at such real properties that would have resulted in or are reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Law; and (fv) neither the Company nor any of its Subsidiaries has been identified by (A) entered into any Governmental Authority as a potentially responsible party under CERCLA agreement, the intent and express provisions of which require the Company or any Subsidiary to indemnify, reimburse, defend or hold harmless any other Person from and against any liabilities arising pursuant to Environmental Law or (B) retained or assumed, contractually or by operation of law, liabilities pursuant to Environmental Law of any other Person, provided, in either case, that such representation does not include such terms and conditions included in any credit agreements or similar state financings, any real estate leases or foreign Law at any site; andother agreements entered into in the ordinary course of business. (gb) the The Company has delivered or otherwise made available for inspection to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental site assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating to of the Company or any of its Subsidiaries and pertaining to: (i) any unresolved claims arising under or related to any Environmental Law, including any Orders or Proceedings arising pursuant to Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its current Subsidiaries; or former properties (iii) the Company’s or operationsany of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (a) the Company and its Subsidiaries are, are and since July 21, 2021for the last three years, have been, been in compliance with all applicable Environmental Laws, including possessing the possession of and compliance with all Company Permits required by applicable to their operations under all Environmental LawsLaw; (b) As of the date hereof, (i) there is no Proceeding or Order pending or or, to the Knowledge of the Company, threatened Action pursuant to under any Environmental Law against the Company or any of its Subsidiaries; Subsidiaries and (cii) since July 21, 2021 through the date none of this Agreement, neither the Company nor or any of its Subsidiaries or, to the Knowledge of the Company, any of their respective predecessors has received for the last three years any written notice, demand, letter, notice or claim from any Person, including any Governmental Authority, request for information alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;, which violation or liability is unresolved; and (dc) neither As of the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationdate hereof, remediationthere have been no actual or, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to threatened Releases of Hazardous Materials by the Leased Real PropertyCompany or any of its Subsidiaries or any other Person at, there have been no Releases on on, from, off or underneath any Company Real Property or, to the Knowledge of such the Company, any real properties that has caused environmental contamination at such real properties property formerly owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law a requirement for investigation, notification or result in remediation by or liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither of the Company nor or any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any siteapplicable Environmental Law; and (gd) the The Company has delivered to, or has otherwise made available to Parent prior to the date of this Agreement truefor inspection by Parent, correct all material Phase I or Phase II environmental reports and complete copies of any environmental reports, studies, assessments and other similar material environmental information prepared since July 21assessments, 2021 audits and reports in its the possession relating to of the Company or its Subsidiaries and its current or former properties or operationsany Subsidiary of the Company.

Environmental. Except as would not have a set forth in Section 2.14 of the Company Material Adverse Effect: Disclosure Letter, (ai) the Company and its Subsidiaries are, and since July 21, 2021, have been, are in compliance in all material respects with all applicable Environmental Laws, including possessing (ii) the Company and its Subsidiaries have obtained, and are in compliance in all Company Permits material respects with, all material permits, licenses, authorizations, registrations and other governmental consents required by applicable to their operations under all Environmental Laws; , (biii) there is no pending neither the Company nor any of its Subsidiaries has within the last five years received any written communication from a governmental authority or threatened Action pursuant to any Environmental Law against third party that alleges that the Company or any of its Subsidiaries; Subsidiaries is not in compliance with applicable Environmental Law, (civ) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, communication from a governmental authority or claim from any Person, including any Governmental Authority, alleging third party that alleges that the Company or any of its current or former Subsidiaries has been is a potentially responsible party under the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, or is in violation subject to corrective actions requirements under the Resource Conservation and Recovery Act, or potentially in violation other similar laws of any applicable Environmental Law state or otherwise may be liable under any applicable Environmental Law; country, (dv) neither the Company nor its Subsidiaries have received notice that any claims for personal injury or property damage relating to Hazardous Materials have been asserted against the Company or any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationSubsidiaries, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (fvi) neither the Company nor any of its Subsidiaries has been identified by assumed or otherwise agreed to be responsible for any Governmental Authority as a potentially responsible party liabilities arising under CERCLA or any similar state or foreign Law at any site; and Environmental Law, and (gvii) the Company has made available provided to Parent prior to the date of this Agreement true, correct and complete Merger Sub copies of any all legal opinions, environmental reports, studies, assessments reports and other material environmental information prepared since July 21, 2021 documents listed or referred to in its possession Section 2.14 of the Company Disclosure Letter. The representations and warranties in this Section 2.14 are the Company's exclusive representations and warranties relating to the Company or its Subsidiaries and its current or former properties or operationsenvironmental matters.

Environmental. Except as would not have a disclosed in Section 5.12 of the Company Material Adverse Effect:Disclosure Memorandum, (a) There is no Environmental Litigation (or any Litigation against any Person whose liability, or any portion thereof, for Environmental Matters or under any Environmental Laws the Company and its Subsidiaries are, and since July 21, 2021, has or may have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (bretained or assumed contractually or by operation of law) there is no pending or threatened Action pursuant with respect to (i) the ownership, use, condition or operation of the business, the Real Property or any Environmental Law against other Asset of the Company or any Asset formerly held for use or sale by the Company or any of its predecessors or any of its former Subsidiaries;, or (ii) any violation or alleged violation of or liability or alleged liability under any Environmental Law or any Order related to Environmental Matters. There are no existing, and to the Knowledge of the Company there have not been, violations of (i) any Environmental Law, or (ii) any Order related to Environmental Matters, with respect to the ownership, use, condition or operation of the business, the Real Property or any other Asset of the Company or any Asset formerly held for use or sale by the Company or any of its predecessors or any of its former Subsidiaries. There are no present or, to the Knowledge of the Company past, actions, activities, circumstances, conditions, events or incidents, including, without limitation, any Environmental Matter, that could form the basis of (i) any Environmental Litigation against the Company, or (ii) any Litigation against any Person whose liability (or any portion thereof) for Environmental Matters or under any Environmental Laws the Company has or may have retained or assumed contractually or by operation of law. To the Knowledge of the Company, neither the Company, any of its predecessors or any of its former Subsidiaries nor anyone known to the Company has used any Assets or premises of the Company or any of its predecessors or any of its former Subsidiaries or any part thereof for the handling, treatment, storage, or disposal of any Hazardous Substances. (b) No release, discharge, spillage or disposal of any Hazardous Substances is occurring, or to the Knowledge of the Company has occurred, at any Assets or Real Property of the Company or any of its predecessors or any of its former Subsidiaries or any part thereof while or before such Assets or Real Property or premises were owned, leased, operated, or managed, directly or indirectly, by the Company. (c) since July 21To the Knowledge of the Company, 2021 through no soil or water in, under or adjacent to any Assets or Real Property or premises of the date Company or assets formerly held for use or sale by the Company or any of this Agreementits predecessors or any of its former Subsidiaries has been contaminated by any Hazardous Substance while or before such assets or premises were owned, leased, operated or managed, directly or indirectly, by the Company or any of its predecessors or any of its former Subsidiaries. (d) To the Knowledge of the Company, all waste containing any Hazardous Substances generated, used, handled, stored, treated or disposed of (directly or indirectly) by the Company or any of its predecessors or any of its former Subsidiaries has been released or disposed of in compliance with all applicable reporting requirements under any Environmental Laws. There is no Environmental Litigation with respect to any such release or disposal. (e) All underground tanks and other underground storage facilities presently or previously located at any Real Property owned, leased, operated or managed by the Company or any of its predecessors or any of its former Subsidiaries or any such tanks or facilities located at any Real Property while such Real Property was owned, leased, operated, or managed by the Company or any of its predecessors or any of its former Subsidiaries are listed together with the capacity and contents (former and current) of each such tank or facility in the Company Disclosure Memorandum. None of such underground tanks or facilities is leaking or has ever leaked. (f) All waste, hazardous or otherwise, has been removed from all Real Property of the Company and its predecessors and its former Subsidiaries. (g) The Company and each of its predecessors and each of its former Subsidiaries have complied with all applicable reporting requirements under all Environmental Laws concerning the disposal or release of Hazardous Substances and neither the Company nor any of its predecessors or any of its former Subsidiaries has received have made any written notice, demand, letter, such reports concerning any Real Property of the Company or claim from any Person, including any Governmental Authority, alleging that concerning the operations or activities of the Company or any of its Subsidiaries has been predecessors or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its former Subsidiaries. (h) No building or other Improvement or any Real Property owned, leased, operated or managed by the Company contains any asbestos-containing materials. (i) Without limiting the generality of any of the foregoing, (i) all on-site and off-site locations where the Company or any of its predecessors or any of its former Subsidiaries is have stored, disposed or arranged for the disposal of Hazardous Substances are identified in the Company Disclosure Memorandum and (ii) no polychlorinated biphenyls (PCB's) are used or stored on or in any Real Property owned, leased, operated or managed by the Company or any of its predecessors or any of its former Subsidiaries. (j) The Company Disclosure Memorandum contains a party or subject to any Order correct and complete list of all environmental site assessments and other studies relating to compliance with Environmental Law the investigation of the possibility of the presence or the investigation, remediation, removal or cleanup existence of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) Matter with respect to the Knowledge Company, the business of the Company, with respect to the Leased Assets of the Company or any of the Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) and the Company has made available previously delivered to Parent prior to the date of this Agreement true, a correct and complete copies copy of any environmental reports, studies, assessments each such assessment and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsstudy.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Neither of the Companies nor Seller has entered into or is a party (directly or as successor in interest) to any agreement with, or Order of, any Governmental Authority that (i) is in existence as of the date of this Agreement, (ii) is based on any Environmental Laws that relate to the present or future use of any of the Company Assets and its Subsidiaries are, and since July 21, 2021, have been, (iii) require any remediation or change in compliance with all applicable Environmental Laws, including possessing all the present conditions of any of the Company Permits applicable to their operations under all Environmental Laws;Assets. (b) there Neither the Companies nor the Seller with respect to the Interests and the Company Assets is no pending or threatened Action pursuant a party to any pending Proceeding alleging a violation or seeking enforcement of any Environmental Law against the Company or any of its Subsidiaries;Law. (c) since July 21Except as set forth in Schedule 5.14(c), 2021 through as of the date of this Agreement, neither of the Companies nor Seller has received written notice from any Governmental Authority relating to the status of the Company nor any of its Subsidiaries has received any written notice, demand, letter, Assets under Environmental Laws or claim from any PersonPerson of any release, including spill, disposal, event, condition, circumstance, activity, practice or incident concerning any Governmental Authorityland, alleging that facility, asset or property included in the Company Assets that: (i) in any material respect interferes with or prevents compliance by the Companies with any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under the terms of any applicable Environmental Law;license or permit issued pursuant thereto or (ii) gives rise to or results in any material common law or other liability of the Companies to any Person. (d) neither To Seller’s Knowledge, (i) the Companies and the Company nor any of its Subsidiaries is a party or subject to any Order relating to Assets are in compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous MaterialsLaws, and neither (ii) the Company nor any Company Subsidiary has entered into any Contract Companies hold all Environmental Permits; provided, however, that, notwithstanding the foregoing, Seller makes no representations and/or warranties with another Person respect to the issuance and granting of which the primary purpose thereof was renewal(s) of National Pollutant Discharge Elimination System (“NPDES”) Permits, except, in each case, as would not reasonably be expected to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;have a Material Adverse Effect. (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company Seller has made available to Parent prior to the date of this Agreement true, correct and complete Buyer copies of any all environmental reports, studies, assessments site Assessment reports and other material environmental information prepared since July 21, 2021 in its possession relating compliance audit reports pertaining to the Company or its Subsidiaries Assets that are in the possession of Seller and its current or former properties or operationswere prepared during Seller’s ownership of the Company Assets.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries areare in compliance, in all material respects, with applicable Environmental Laws (as defined below), including, without limitation, holding all material permits and authorizations required pursuant to such laws for the ownership and operation of its business as currently conducted and compliance, in all material respects, with the terms thereof, and since July 21the Company has no knowledge of any facts or circumstances that would prevent, 2021interfere with, have beenor materially increase the cost of maintaining such compliance in the future. Neither the Company nor any of its Subsidiaries has (i) placed, held, located, released, transported or disposed of any Hazardous Substance on, under, from or at any of the Company Real Property other than in compliance with all a manner that would not require remediation pursuant to applicable Environmental Laws, including possessing all (ii) any knowledge of the presence of any Hazardous Substances that have been released into the environment on, under or at any of the Company Permits applicable Real Property other than that which would not require remediation pursuant to their operations under all Environmental Laws; , or (biii) there is no pending or threatened Action pursuant to received any written notice (A) of any material violation of any Environmental Law Laws that has not been resolved, (B) of the institution or pendency of any material suit, action, claim, proceeding or investigation by any Governmental Body or any third party in connection with any such violation, (C) requiring the response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property, (D) alleging non-compliance by the Company or any of its Subsidiaries with the terms of any Permit required under any Environmental Laws in any manner reasonably likely to require material expenditures or to result in material liability or (E) demanding payment of a material amount for response to or remediation of a release of Hazardous Substances at or arising from any of the Company Real Property. To the knowledge of the Company, there are no past or present facts or circumstances that could reasonably be expected to form the basis of any Proceeding relating to the violation of Environmental Laws against the Company or any of its Subsidiaries; (c) since July 21, 2021 through except where such Proceeding, if made, would not have a Material Adverse Effect. The Company has provided to Parent all material assessments, reports, data, results of investigations or audits, and other material information that is in the date possession of this Agreement, neither or reasonably available to the Company nor any regarding environmental matters pertaining to or the environmental condition of the business of the Company and its Subsidiaries has received any written notice, demand, letterSubsidiaries, or claim from any Person, including any Governmental Authority, alleging that the compliance (or noncompliance) by the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsLaws.

Environmental. (a) Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (ai) since January 1, 2013, the Company and its Subsidiaries are, have been and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations as currently conducted under all applicable Environmental Laws; (bii) (A) there is no pending or or, to the Knowledge of the Company, threatened Action Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; ; (cB) since July 21, 2021 through the date none of this Agreement, neither the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; , which violation or liability is unresolved; and (dC) neither none of the Company nor or any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Lawthat is currently in effect; (eiii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to the Knowledge of the Company, with respect to the Leased Real PropertyReleases of Hazardous Materials have not otherwise occurred) at, there on, under or from any location that have been no Releases on resulted in or underneath any of such real properties that has caused environmental contamination at such real properties that would are reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fiv) neither the Company nor any of its Subsidiaries has been identified by entered into any Governmental Authority as a potentially responsible party under CERCLA written agreement or incurred any similar state legal obligation that would reasonably be expected to require it to pay to, reimburse, or foreign Law at indemnify any site; andother Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (gb) the The Company has delivered or otherwise made available to Parent prior for inspection to the date of this Agreement true, correct and complete Parent copies of any environmental reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating of or reasonably available to the Company or any of its Subsidiaries and pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its current Subsidiaries; or former properties (iii) the Company’s or operationsany of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. (a) Except as for noncompliance that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) , each of the Company and its Subsidiaries are, and since July 21, 2021, have been, is in compliance with all applicable all, and has not violated any, Environmental Laws, including possessing all which compliance includes the possession by the Company Permits applicable to and its Subsidiaries of permits and other governmental authorizations required for their operations under all Environmental Laws;, and compliance with the terms and conditions thereof. (b) there There is no Environmental Claim pending against or, to the Knowledge of Company, threatened against or affecting the Company or any Subsidiary that would have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) There are no and have been no releases or threatened Action pursuant to any Environmental Law against releases of Hazardous Materials by or on behalf of the Company or any of its Subsidiaries;, or, to the Knowledge of the Company, any other Person, including with respect to the Company Real Property currently owned, leased or operated by the Company or any of its Subsidiaries or any other location (including any other currently or formerly owned, leased or operated property or location used for the storage, disposal, recycling or other handling of any Hazardous Materials), that require a Cleanup or that could reasonably be expected to result in liability of the Company or any of its Subsidiaries under any Environmental Law, except for any Cleanup or liability that would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (cd) since July 21, 2021 through the date of this Agreement, neither Neither the Company nor any of its Subsidiaries has received any written noticeassumed or retained, demandby Contract or, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Propertyby operation of law, there have been no Releases on any obligation under any Environmental Law or underneath concerning any of such real properties that has caused environmental contamination at such real properties Hazardous Materials that would not have or reasonably be expected to result have, individually or in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;the aggregate, a Company Material Adverse Effect. (fe) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the The Company has made available to Parent prior copies of all material Environmental Reports containing material information to the date extent in the possession or reasonably within the control of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or any of its Subsidiaries and its current or former properties or operationsSubsidiaries.

Environmental. Except as would not have a Company Material Adverse Effect: (a) The Company made available to Parent all material records and material correspondence in the possession of the Company relating to environmental matters affecting the Company and which were prepared for or submitted to applicable Governmental Entities within three (3) years of the date of this Agreement. (b) The Company and its Subsidiaries are in compliance in all material respects with and have not received any written notice or, to the Knowledge of the Company, any other communication alleging any violation by the Company or its Subsidiaries with respect to any applicable Environmental Laws, including with respect to possessing and being in compliance with any Permits required for the Company and its Subsidiaries areto operate under applicable Environmental Laws. (c) To the Knowledge of the Company, the properties operated by the Company and since July 21its Subsidiaries (including soils, 2021groundwater, surface water, indoor air, buildings or other structures) are not contaminated with any Hazardous Substances in an amount or concentration or in a condition that would give rise either to an obligation to act to address the Hazardous Substance contamination or condition or to disclose to a Governmental Entity that Hazardous Substance contamination or condition under any Environmental Law. (d) Neither the Company nor its Subsidiaries have beenreceived written notice that the Company is subject to any liability under any Environmental Law for any Hazardous Substance disposal, release or contamination on the property of any third party nor has the Company disposed of, transported, or arranged for the disposal of or transport of any Hazardous Substances in a way that would require investigation or remediation pursuant to applicable Environmental Law or otherwise subject the Company to any liability pursuant to applicable Environmental Law. (e) The Company and its Subsidiaries have not released any Hazardous Substance into the environment except (A) in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable Law or (B) in an amount or concentration that would not reasonably be expected to their operations give rise to any material liability or obligation under all any Environmental Laws;Law. (bf) there Neither the Company nor any of its Subsidiaries is no pending named as a party to any Action or threatened Action pursuant to order addressing liability under any Environmental Law nor has the Company or any of its Subsidiaries received a demand or other notice threatening to assert a claim for such liability against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.

Environmental. Except as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, and since July 21, 2021, have been, subsidiaries are in compliance with all applicable Environmental Laws, including possessing which compliance includes the possession and maintenance of, and compliance with, all Company Permits required under applicable to their operations under all Environmental LawsLaws for the operation of the business of the Company and its subsidiaries as presently conducted; (b) there is no pending or threatened Action pursuant to any Environmental Law against As of the date of this Agreement, none of the Company or any of its Subsidiariessubsidiaries has received any written communication alleging that the Company is in violation of, or has any liability under, any Environmental Law; (c) since July 21, 2021 through the date None of this Agreement, neither the Company nor or any of its Subsidiaries subsidiaries has transported, produced, processed, manufactured, generated, used, treated, handled, stored, released or disposed of any Hazardous Substances, except in compliance with applicable Environmental Law in a manner that would not reasonably be expected to require any cleanups or other remediation activities pursuant to any Environmental Law; (d) None of the Company or any of its subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, communication alleging that the Company or any of its Subsidiaries subsidiaries has been exposed any employee or is in violation or potentially any third-party to Hazardous Substances in violation of any applicable Environmental Law that remains unresolved or, to the Company’s knowledge, in a manner that caused or allegedly caused personal injury; (e) As of the date of this Agreement, none of the Company or any of its subsidiaries is a party to or is the subject of any pending claim, action, Order, proceeding or, to the Company’s knowledge, any pending investigation, or, to the Company’s knowledge, any threatened claim, action, Order, proceeding or investigation before any arbitrator or Governmental Authority alleging any liability under or noncompliance with any Environmental Law or otherwise may be liable under seeking to impose any applicable Environmental Law; (d) neither the Company nor financial responsibility for any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediationcleanup, removal removal, containment or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake other remediation or otherwise become subject to any liability of another Person compliance under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither No cleanups or other remediation activities are being conducted, or are being proposed to be conducted, either by the Company nor or any of its Subsidiaries has been identified subsidiaries or at any property currently or, to the Company’s knowledge, formerly owned or leased by any Governmental Authority as a potentially responsible party under CERCLA the Company or any similar state of its subsidiaries for the purpose of treating, abating, removing, containing or foreign Law at any siteotherwise addressing Hazardous Substances; and (g) The representations and warranties in this Section 4.24 are the sole and exclusive representations and warranties of the Company has made available with respect to Parent prior to the date of this Agreement trueenvironmental matters, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession including matters relating to the Company Environmental Law or its Subsidiaries and its current or former properties or operationsHazardous Substances.

Environmental. Except as would not have a Company Material Adverse Effect: (ai) the Company and Keep any property either owned or operated by it or any of its Subsidiaries arefree of any Environmental Liens; (ii) comply, and since July 21, 2021, have beencause each of its Subsidiaries to comply, in compliance all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable ; (iii) provide the Agents written notice within 10 Business Days after any Release of a Hazardous Material in excess of any reportable quantity under Environmental Laws from or onto property owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to their operations under all abate said Release; (iv) provide the Agents with written notice wit▇▇▇ ▇0 Business Days after the receipt of any of the following: (A) notice that an Environmental Laws; (b) there is no pending or threatened Action pursuant to Lien has been filed against any Environmental Law against the Company owned property of any Loan Party or any of its Subsidiaries; ; (cB) since July 21, 2021 through the date commencement of this Agreement, neither the Company nor an Environmental Action or notice that an Environmental Action will be filed against any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company Loan Party or any of its Subsidiaries has been Subsidiaries; and (C) notice of a violation, citation or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of other administrative order which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agents and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) incurred by or asserted against such Person to remediate such environmental contamination pursuant to applicable Environmental Law the extent arising out of (A) the presence, disposal, release or result in liability pursuant to applicable Environmental Law with respect to remediation conducted threatened release of any Hazardous Materials on any property at any time owned or occupied by other Persons; (f) neither the Company nor any Loan Party or any of its Subsidiaries (or its predecessors in interest or title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any Environmental Law or (E) any Environmental Action filed against any Agent or any Lender; provided that no Loan Party shall have any obligation under clause (v) to the extent that the condition arises out of or relates to the gross negligence or willful misconduct of any indemnified party or its agents or representatives or results in a violation of Environmental Laws or the presence or release of Hazardous Materials that first occur at a particular property after that property has been identified by transferred to any Governmental Authority as a potentially responsible indemnified party under CERCLA or any similar state their successors or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsassigns.

Environmental. Except as would not have a Company Material Adverse Effectset forth on Schedule 3.19: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, The Group Companies are in compliance in all material respects with all applicable Environmental LawsLaws (which compliance includes, including possessing but is not limited to, possession of all Company Permits material permits and governmental authorizations required under applicable to their operations under Environmental Laws (“Environmental Permits”), and compliance in all Environmental Laws;material respects with the terms and conditions thereof), and the Group Companies have not received any written communication from a Governmental Authority or other Person acting on behalf of a Governmental Authority alleging that they are not in such compliance. (b) there To the Knowledge of the Company, none of the Environmental Permits requires consent of the issuing Governmental Authority to permit the Buyer to conduct the Business in compliance in all material respects with all applicable Environmental Laws as of the Closing Date, as the Business is no pending or threatened Action pursuant conducted by the Group Companies immediately prior to any Environmental Law against the Company or any of its Subsidiaries;Closing Date. (c) since July 21There is no material Environmental Claim pending or, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect threatened against the Group Companies or, to the Leased Real PropertyKnowledge of the Company, against any other Person whose liability for any material Environmental Claim the Group Companies have retained or assumed either by Contract or by operation of Law. (d) To the Knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Release or threatened Release of any Hazardous Material which could form the basis of any material Environmental Claim against the Group Companies or against any other Person whose liability for any Environmental Claim the Group Companies have been retained or assumed either by Contract or by operation of Law. (e) The Group Companies have not, and to the Knowledge of Company, no Releases other person has placed, stored, deposited, discharged, buried, dumped or disposed of Hazardous Materials or any other wastes produced by, or resulting from the operation of the Business at, on or underneath beneath any of such real properties that has caused environmental contamination at such real properties property currently or formerly owned, operated or leased by the Group Companies that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable a material Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor Claim against any of its Subsidiaries has been identified by the Group Companies. The representations and warranties contained in this Section 3.19 constitute the sole and exclusive representations and warranties relating to or in connection with environmental matters of any Governmental Authority as a potentially responsible party under CERCLA kind or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date nature, and no other provisions of this Agreement true, correct and complete copies of shall be interpreted as containing any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company representation or its Subsidiaries and its current or former properties or operationswarranty with respect thereto.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Except as disclosed in Schedule 3.18, to the Knowledge of Contributor, each Company and its Subsidiaries are, and since July 21, 2021, have beenis in compliance, in compliance all material respects, with all applicable Environmental Laws, including possessing all and no Company Permits applicable to their operations under all has received any written notice or demand letter from any Governmental Entity or other Third Party indicating that any Company is in violation in any material respect of, or liable under, any Environmental Laws;Law, which violation or liability has not heretofore been resolved with such Governmental Entity or Third Party. (b) there is There are no Proceedings that are pending or or, to the Knowledge of Contributor, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;the Companies under Environmental Laws in which a Governmental Entity is also a party, other than such proceedings as would not reasonably be expected to be material and adverse to the Companies, taken as a whole. (c) since July 21Except as disclosed in Schedule 3.18, 2021 through the date of this Agreement(i) no Company has owned, neither the Company nor any of its Subsidiaries has received any written notice, demand, letterleased, or claim from operated a site that (A) pursuant to CERCLA or any Personsimilar state or foreign Law, including has been placed or is proposed to be placed by any Governmental AuthorityEntity on the “National Priorities List”, alleging that the Company or any of its Subsidiaries has been similar state or is foreign list, as in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge effect as of the CompanyClosing Date, or (B) is involved with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that voluntary cleanup program sponsored by a Governmental Entity and (ii) except as would not reasonably be expected to result in an obligation be material and adverse to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Companies, taken as a whole, no Company nor any of its Subsidiaries has been identified by any Governmental Authority Entity as a potentially responsible party under CERCLA or any similar state or foreign Law with respect to any site, and no Hazardous Materials generated, transported, or disposed of, by or on behalf of any Company, have been found at any site; andsite where a Person has made written demand on any Company to conduct or pay for a remedial investigation, removal, or other response action pursuant to any applicable Environmental Law. (gd) Except as disclosed in Schedule 3.18, there have been no Releases of Hazardous Materials at any property currently or, to the Knowledge of Contributor, formerly owned or operated by any Company, which Releases are reasonably likely to be material and adverse to the Companies, taken as a whole. (e) There have been no material environmental investigations, studies, audits, or other analyses or reports completed, during the past three (3) years by or on behalf of, or that are in the possession or control of, Contributor or any Company has addressing potentially material environmental matters with respect to any property related to the midstream gathering and processing business that is owned or operated by any of the Companies that have not been delivered or otherwise made available to Parent Buyer prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating hereof. (f) Notwithstanding anything to the Company or its Subsidiaries contrary in this Agreement, the warranties set forth in Section 3.13 and its current or former properties or operationsthis Section 3.18 are Contributor’s sole and exclusive warranties regarding environmental matters, including compliance with Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect:Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Company and its Subsidiaries areobligations or liability evidenced by such Environmental Liens, and since July 21, 2021, except to the extent that any failure to do so could not reasonably be expected to have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;a Material Adverse Effect, (b) there is no pending Comply with Environmental Laws and Environmental Permits held by any Loan Party or threatened Action pursuant its Restricted Subsidiaries, except to the extent that any Environmental Law against the Company or any of its Subsidiaries;failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) since July 21, 2021 through the date Promptly notify Agent following discovery by any Loan Party or its Restricted Subsidiaries of this Agreement, neither the Company nor any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries has received any written notice, demand, letterRestricted Subsidiaries, or claim from or onto any Person, including any Governmental Authority, alleging other property that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to a material Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said Release or result otherwise to come into compliance, in liability pursuant to all material respects, with applicable Environmental Law Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Restricted Subsidiaries, (ii) notice of a commencement of any material Environmental Action or written notice that a material Environmental Action will be filed against a Loan Party or its Restricted Subsidiaries, (iii) written notice of a violation, citation, or other Environmental Action, other than any with respect to remediation conducted by a violation, citation or other Persons; Environmental Action that could not reasonably be expected to have a Material Adverse Effect and (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (giv) the Company has made available to Parent prior to the date of this Agreement truerevocation, correct and complete copies suspension, or material adverse modification of any environmental reportsEnvironmental Permit, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating than any such action that could not reasonably be expected to the Company or its Subsidiaries and its current or former properties or operationshave a Material Adverse Effect.

Environmental. Except as would not have a set forth in the Company Material Adverse EffectDisclosure Schedule: (a) the The Company and its Subsidiaries arehave provided or made available to the Purchaser all environmental audits, environmental assessments and since July 21environmental investigation reports, 2021plus all other documents materially bearing on environmental, have beenhealth or safety Liabilities, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable each case relating to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries;, predecessors or Affiliates, or any of their current or former properties or facilities, to the extent such documents are in the possession of, or under the reasonable control of, the Company or one of its Subsidiaries. (b) The Company and its Subsidiaries have, for the past five (5) years, complied in all material respects with and are in compliance in all material respects with all applicable Environmental and Safety Requirements. (c) since July 21The Company and its Subsidiaries have obtained, 2021 through maintained, and for the date past five (5) years complied in all material respects with, all Authorizations required pursuant to applicable Environmental and Safety Requirements for each of this Agreementtheir respective operations and the occupation of the Real Property. The Company Disclosure Schedule contains a complete list of all such material Authorizations. (d) In the past five (5) years, none of the Company or its Subsidiaries has received any notice, report or other overt threat in writing regarding any actual or alleged violation of, or any Liabilities or potential Liabilities arising under, Environmental and Safety Requirements, relating to the Company or one of its Subsidiaries, the Real Property, or any former properties or facilities of the Company or one of its Subsidiaries, other than for minor matters that have been remediated in full. Without limiting the foregoing, none of the Company or its Subsidiaries has received any written notice or report, nor does the Company have Knowledge, that any real property currently or formerly owned, operated or leased in connection with the business of the Company or one of its Subsidiaries (including soils, groundwater, surface water, buildings and other structure located on any such real property) has been contaminated with any hazardous substance which would or would reasonably be expected to result in a Liability under applicable Environmental and Safety Requirements, other than for minor matters that have been remediated in full. (e) None of the Company or its Subsidiaries is subject to any effective, pending or unresolved Action or Order relating to Environmental and Safety Requirements, and no such Action or Order is, to the Company’s Knowledge, threatened. (f) None of the Company or its Subsidiaries have unresolved Liability related to their compliance or non-compliance with (i) applicable Environmental and Safety Requirements or (ii) Authorizations, nor any unresolved Liability related to any property or facility, including the Real Property, contaminated with any hazardous waste, substance or material. (g) None of the Company or its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released, or exposed any Person to, any substance, including without limitation any hazardous substance, or owned or operated any property or facility (and no such property or facility, including the Real Property, is contaminated by any hazardous substance) so as to give rise to any current or future Liabilities under Environmental and Safety Requirements, including any Liability for investigative or remedial obligations, response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, except in each such case where such Liability would not and would not reasonably be expected to result in a Material Adverse Effect on the Company or any of its Subsidiaries. (h) To the Company’s Knowledge, no underground storage tanks are located at the Real Property. (i) Except to the extent (i) disclosed in the environmental site assessment reports set forth in the Company Disclosure Schedule, or (ii) that such a release would not and would not reasonably be expected to result in any Liability in excess of $25,000, neither the Company nor any of its Subsidiaries has received any written noticeknowledge of the release of any hazardous substance at or from the Real Property, demandprior to its occupancy of the Real Property, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially and in violation of any Environmental and Safety Requirement applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither at the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge time of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsrelease.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and its the Post-Restructuring Company Subsidiaries areafter the consummation of the Restructuring Transactions, taken as a whole, (A) the Company, each Post-Restructuring Company Subsidiary and since July 21, 2021, have been, each Purchased Entity are in compliance with all applicable Environmental Laws (which compliance includes the possession by the Company, each Post-Restructuring Company Subsidiary and each Purchased Entity of all permits and other governmental authorizations required under applicable Environmental Laws, including possessing all and compliance with the terms and conditions thereof) and (B) the Company, each Post-Restructuring Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has Subsidiary and each Purchased Entity have not received any communication (written noticeor oral), demandwhether from a Governmental Entity, lettercitizens group, employee or claim from any Person, including any Governmental Authorityotherwise, alleging that the Company or any Company Subsidiary is not in such compliance, and there are no past or present (or, to the knowledge of its Subsidiaries the Company, future) actions, activities, circumstances conditions, events or incidents that may prevent or interfere with such compliance in the future. (b) Except as, individually or in the aggregate, has not been or would not reasonably be expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole, there is in violation no Environmental Claim pending or, to the knowledge of the Company, threatened against, the Company, any Post-Restructuring Company Subsidiary or potentially in violation any Purchased Entity or, to the knowledge of the Company, against any Person whose liability for such Environmental Claim the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity has retained or assumed either contractually or by operation of Law. (c) There are no present or, to the knowledge of the Company, past actions, activities, circumstances, conditions, events or incidents, including the Release, threatened Release or presence of any applicable Hazardous Material which could form the basis of any Environmental Law Claim against the Company, any Post-Restructuring Company Subsidiary or otherwise may any Purchased Entity, or to the knowledge of the Company, against any Person whose liability for any Environmental Claim the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity has retained or assumed either contractually or by operation of Law, except for such Environmental Claims as, individually or in the aggregate, have not been or would not reasonably be liable under any applicable Environmental Law;expected to be material to the Company and the Post-Restructuring Company Subsidiaries after the consummation of the Restructuring Transactions, taken as a whole. (d) neither the The Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake delivered or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available for inspection to Parent prior to the date of this Agreement true, complete and correct copies and complete copies results of any environmental material reports, studies, assessments and other material environmental information analyses, tests or monitoring prepared since July 21January 1, 2021 2009 or, in its possession relating to respect of any assets located in the state of Michigan, prepared since January 1, 2007, in each case, possessed by the Company or its Subsidiaries and its current any Company Subsidiary pertaining to Hazardous Materials in, on, beneath or former properties adjacent to any property currently or operationsformerly owned, operated or leased by the Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, or regarding the Company’s, any Post-Restructuring Company Subsidiary’s or any Purchased Entity’s compliance with applicable Environmental Laws.

Environmental. (a) Except as has not had, and would not have reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (ai) since January 1, 2016, the Company and its Subsidiaries are, have been and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations as currently conducted under all applicable Environmental Laws; (bii) (A) there is no pending or or, to the Knowledge of the Company, threatened Action Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; ; (cB) since July 21, 2021 through the date none of this Agreement, neither the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; , which violation or liability is unresolved; and (dC) neither none of the Company nor or any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Lawthat is currently in effect; (eiii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to the Knowledge of the Company, with respect to the Leased Real PropertyReleases of Hazardous Materials have not otherwise occurred) at, there on, under or from any location that have been no Releases on resulted in or underneath any of such real properties that has caused environmental contamination at such real properties that would are reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fiv) neither the Company nor any of its Subsidiaries has been identified by entered into any Governmental Authority as a potentially responsible party under CERCLA written agreement or incurred any similar state legal obligation that would reasonably be expected to require it to pay to, reimburse, or foreign Law at indemnify any site; andother Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to impacts on human health or the environment arising from the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (gb) the The Company has delivered or otherwise made available to Parent prior for inspection to the date of this Agreement true, correct and complete Parent copies of any environmental reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating of or reasonably available to the Company or any of its Subsidiaries and pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; or (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its current or former properties or operationsSubsidiaries.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, and since July 21January 1, 2021, 2019 have been, been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits applicable to required for their operations under all applicable Environmental Laws, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (b) there There is no pending or or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (c) since July 21Since January 1, 2021 through the date of this Agreement2019, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (d) neither Neither the Company nor any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigationLaw, remediation, removal or cleanup of Hazardous Materials, and neither except as would not reasonably be expected to result in a material liability to the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assumeand its Subsidiaries, undertake or otherwise become subject to any liability of another Person under any Environmental Lawtaken as a whole; (e) There have been no Releases caused by the actions of the Company or its Subsidiaries at, in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, with respect caused by the actions of any other Person (including predecessors- in-interest) at, in, on, from, to the Leased Real Property, there have been no Releases on or underneath any of such real properties properties, that has caused environmental contamination at such real properties that would is reasonably be expected likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to such environmental contamination pursuant to applicable Environmental Law with respect to remediation conducted by other PersonsLaw; (f) Neither the Company nor any of its Subsidiaries is subject to any claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the sale of any real property, Subsidiary or business, in each case that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (g) The Company has provided to Parent complete and correct copies of all Phase I environmental site assessments, Phase II environmental site assessments, and similar investigations relating to actual or potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession or reasonable control, prepared since January 1, 2019; and (h) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been identified is required by any Environmental Law, as a result of the transactions set forth herein and contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate Hazardous Materials or (iii) to give notice to or receive approval from any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior pursuant to the date of this Agreement trueNew Jersey Industrial Site Recovery Act, correct and complete copies of any environmental reportsN.J.S.A 13:1K-6 et seq. or the Connecticut Transfer Act, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsConn. Gen. Stat. §§ 22a-134 – 134e.

Environmental. Except as would not have a Company Material Adverse Effect: (ai) the Company and Keep any property either owned or operated by it or any of its Subsidiaries arefree of any Environmental Liens; (ii) comply, and since July 21, 2021, have beencause its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Lender documentation of such compliance with all applicable Environmental Lawswhich the Lender reasonably requests, including possessing all Company Permits applicable provided that nothing herein shall require the Borrower to their operations under all Environmental Laws; (b) there create documentation, other than documentation that has been generated in the normal course of business or that is no pending or threatened Action pursuant to any otherwise required by Environmental Law against or a Governmental Authority; (iii) promptly notify the Company Lender by telephone, promptly followed by a written notice, within ten (10) days of the Release, of any Release of a Hazardous Material in excess of any reportable quantity from or onto property owned, occupied or operated by the Borrower or any of its Subsidiaries; (c) since July 21, 2021 through or, to the date knowledge of this Agreementthe Borrower, neither any adjacent property, and take any Remedial Actions required to ▇▇▇▇▇ such Release on, under or affecting any property owned, occupied or operated by the Company nor Borrower or any of its Subsidiaries, provided, however, that such notice requirements do not apply to any Release to the ambient air or surface where such Release is in full and strict compliance with any permit issued to the Borrower or its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including by any Governmental AuthorityAuthority pursuant to Environmental Law; (iv) promptly provide the Lender with written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Lien has been filed against any property of the Borrower or any of its Subsidiaries; (B) commencement of any Environmental Action or written notice that an Environmental Action will be filed against the Borrower or any of its Subsidiaries; and (C) notice of a violation, alleging that citation or other administrative order which could have a Material Adverse Effect; and (v) defend, indemnify and hold harmless the Company Lender and its transferees, and their respective employees, agents, officers and directors (each a "Lender Indemnified Party"), from and against any claims, demands, penalties, fines, liabilities, settlements, damages, costs or expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) (collectively referred to hereinafter as "Damages") arising out of (A) the presence, disposal, Release or threatened Release of any Hazardous Materials on, under or affecting any property at any time owned, occupied or operated by the Borrower or any of its Subsidiaries has been (or is its respective predecessors in violation interest or potentially title) or at any disposal facility which received hazardous materials generated by the Borrower or any predecessor in Interest, (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Materials, (C) any investigation, lawsuit brought or threatened, settlement reached or government order relating to such Hazardous Materials, (D) any violation of any applicable Environmental Law by the Borrower or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under and/or (E) any Environmental Law; (e) Action; provided that the Borrower shall have no obligation to the Knowledge defend and hold harmless a Lender Indemnified Party for Damages finally determined by a court of competent jurisdiction to have been incurred directly as a result of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any gross negligence of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsLender Indemnified Party.

Environmental. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has received any written notice, demand, letternotice with respect to the business of, or claim properties owned or leased by, the Company or any of its Subsidiaries from any Person, including any Governmental Authority, Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Environmental Laws, (ii) has been or caused any “release” of a “hazardous substance” (as those terms are defined in CERCLA), in excess of a reportable quantity on any property that is in violation or potentially in violation used for the business of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor or any of its Subsidiaries is which release requires any cleanup or remediation pursuant to Environmental Law or (iii) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to CERCLA or any similar Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a party Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s Knowledge, there are no pending or subject threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any Order such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company previously has made available to Parent copies of all phase I environmental reports prepared by any person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Law or Laws, in the investigation, remediation, removal or cleanup case of Hazardous Materials, each of the foregoing within the last three (3) fiscal years. (d) The representations and neither warranties contained in this Section 4.15 constitute the sole and exclusive representations and warranties made by the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused concerning environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsmatters.

Environmental. (a) Except as disclosed in the environmental reports listed on Schedule 4.15: (i) The Company and each Subsidiary, except as would not have a Company Material Adverse Effect: , (ax) the Company and its Subsidiaries areis in compliance with, and since July 21is not subject to any pending or, 2021to their Knowledge, have beenthreatened liability with respect to, any applicable Environmental Law, (y) holds or has applied in a timely manner for all Environmental Permits necessary to conduct its current operations, and (z) is in compliance with all its Environmental Permits. (ii) To the Knowledge of the Company, no Hazardous Substances have been or are currently located at, in, on, under or about any real property currently or formerly owned, leased, occupied or managed by the Company or any of its Subsidiaries in an amount or concentration which requires investigation, response, removal or other remedial or corrective action under any applicable Environmental LawsLaw or which would reasonably be expected to form the basis of any claim against the Company or any Subsidiary, including possessing all Company Permits applicable to their operations under all Environmental Laws;except as would not have a Material Adverse Effect. (biii) To the Knowledge of the Company, there is are no pending asbestos-containing materials, suspected asbestos-containing materials or threatened Action pursuant to urea formaldehyde-containing materials incorporated into or on the buildings or any Environmental Law against improvements on any real property currently or formerly owned, leased, occupied or managed by the Company or any of its Subsidiaries;, except as would not have a Material Adverse Effect. (civ) since July 21, 2021 through To the date Knowledge of this Agreementthe Company, neither the Company nor any of its Subsidiaries Subsidiary has received any written notice, demand, letterorder, claim or claim from any Person, including any Governmental Authority, request for information within the past three (3) years alleging that the Company or any of its Subsidiaries has been or is Subsidiary may be in violation of, or potentially in violation of liable under, any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;. (dv) neither Neither the Company nor any of its Subsidiaries Subsidiary (x) has entered into or agreed to any consent decree or order or is a party or subject to any Order pending or, to their Knowledge, judgment, decree or judicial order relating to compliance with Environmental Law Laws, Environmental Permits or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous MaterialsSubstances and no litigation or other proceeding is pending or, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, threatened with respect thereto, or (y) is an indemnitor in connection with any claim asserted in writing or, to the Leased Real PropertyKnowledge of the Company, there have been no Releases on or underneath threatened by any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable third party indemnitee for any liability relating any Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;any Hazardous Substances. (fvi) neither To the Knowledge of the Company, none of the real property owned, leased, occupied or managed by the Company nor or any Subsidiary is listed or proposed for listing on the “National Priorities List” under the Comprehensive Environmental Response, Compensation and Liability Act of its Subsidiaries has been identified by any Governmental Authority 1980, as a potentially responsible party under CERCLA amended as of the date hereof, or any similar state or foreign Law at list of sites requiring investigation or cleanup nor, to the Knowledge of the Company, has the Company or any of its Subsidiaries sent any Hazardous Substances to such a site; and. (gb) Complete and accurate copies of all environmental audits, assessments and reports relating to the Owned Real Property which were prepared for or on behalf of the Company has or any Subsidiary during the past five (5) years have been made available to Parent prior to the date of this Agreement trueand are disclosed on Schedule 4.15, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating all Environmental Permits that have been issued to the Company or any of its Subsidiaries and its current or former properties or operationsduring the past three (3) years have been made available to Parent. (c) As used in this Agreement, the following terms have the meanings set forth below:

Environmental. Except as would not have a Company Material Adverse Effectset forth in Schedule 3.13: (a) to the Company and its Subsidiaries areKnowledge of any of the Companies, and since July 21the Companies are and, 2021for the past five years, have been, been in material compliance with all applicable Environmental LawsLaws and the Companies have, including possessing all Company Permits applicable to their operations under maintain in full force and effect and are in material compliance with, all Environmental LawsPermits for the Companies to own, lease and operate their properties and to carry on their businesses as currently conducted, except where the failure to so comply with Environmental Laws or to obtain and comply with such Environmental Permits would not result in Environmental Liabilities that could reasonably be expected to exceed One Hundred Thousand Dollars ($100,000) in the aggregate, and all such Environmental Permits held by the Company are valid, uncontested and in good standing; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the CompanyCompanies, with respect to the Leased Real PropertyProperty and any Real Property previously owned, there have been no Releases on leased or underneath operated by the Companies or any Company or business acquired by any of such real properties the Companies, is free of contamination by Hazardous Substances that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation Environmental Liabilities in excess of One Hundred Thousand Dollars ($100,000); (c) there are no investigations, claims or proceedings pending or, to remediate such environmental contamination pursuant the Knowledge of the Companies, threatened against any of the Companies or any Real Property or, to applicable Environmental Law the Knowledge of the Companies, any Real Property previously owned, leased or result in liability pursuant to applicable Environmental Law operated by the Companies or any Company or business acquired by any of the Companies, with respect to remediation conducted by other Personsviolations of or potential liability under Environmental Laws or Environmental Permits; (fd) neither none of the Company nor Companies, to the Knowledge of the Companies, have entered into or assumed by contract or operation of law or otherwise, any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party material obligation, liability, order, settlement, judgment or decree relating to or arising under CERCLA or any similar state or foreign Law at any siteEnvironmental Laws; and (ge) the Company has made available Companies have provided to Parent prior to the date of this Agreement true, correct and complete Buyer copies of any all existing environmental reports, studiesreviews and audits in the Companies’ possession and all written information pertaining to actual or potential material Environmental Liabilities, assessments and other material environmental information prepared since July 21, 2021 in its possession each case relating to any of the Company Companies, any predecessor or its Subsidiaries any company or business acquired by any of the Companies, and its current or former properties or operationsin each case in the Companies’ possession.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, are in compliance with all all, and have not violated any, applicable Environmental Laws, including possessing all Company Permits applicable to required for their operations under applicable Environmental Laws and compliance with the terms of such Company Permits, and all Environmental Lawssuch Company Permits are in full force and effect and no suspension or cancellation of any such Company Permits is pending or, to the Knowledge of the Company, threatened; (b) there is no pending or, to the Knowledge of the Company, threatened action in writing or threatened Action suit or proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise is or may be liable under any applicable Environmental Law, which violation or liability has not been fully and finally resolved, nor is there any judgment, decree or order relating to Environmental Law outstanding against, or, to the Knowledge of the Company, investigation by any Governmental Authority relating to Environmental Law involving, the Company or any of its Subsidiaries; (c) to the Knowledge of the Company, there is and has been no Release or threatened Release of Hazardous Materials at any property currently or formerly owned, leased, operated by the Company or any of its Subsidiaries or at any other location, that could reasonably be expected to give rise to liability of the Company or any of its Subsidiaries under any Environmental Law; and (d) neither the Company nor any of its Subsidiaries is a party has assumed or subject retained, by contract or operation of law, any liability or obligation under any Environmental Law or concerning any Hazardous Materials. The Company has provided to Parent true and complete copies of all Environmental Reports containing material information relating to any Order relating to non-compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither Laws by the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date Releases of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to Hazardous Materials for which the Company or any of its Subsidiaries and are liable that are in the possession or control of the Company or any of its current or former properties or operationsSubsidiaries.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Except as set forth in the Disclosure Schedule, the Company and its Subsidiaries are, each Subsidiary of the Company is and since July 21, 2021, have been, has been in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;. (b) there is no pending or threatened Action pursuant The Company and each Subsidiary of the Company has obtained all material Permits relating to the Business required by any applicable Environmental Law against and all such Permits are in full force and effect in all material respects. To the Knowledge of Seller, no material capital expenditure is currently required for the Company or any Subsidiary of its Subsidiaries;the Company in relation to environmental matters in order to comply with, extend, renew or obtain any environmental Permit or comply with any Environmental Law. (c) since July 21None of Seller, 2021 through the date of this Agreement, neither the Company nor any Subsidiary of its Subsidiaries the Company has received any written notice, demand, letter, or claim notice from any Person, including any Governmental Authority, alleging Entity advising that the Company or any Subsidiary of its Subsidiaries has been or the Company is in violation responsible or potentially in violation responsible for response costs or other costs with respect to a release or threatened release of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, Substance and neither the Company Company, nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there Company have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that conducted activities which would reasonably be expected to result in an obligation such a notice, except to remediate the extent such environmental contamination pursuant costs would not reasonably be expected to applicable Environmental Law have a Material Adverse Effect. Except as set forth in the Disclosure Schedule, no administrative, civil or result in liability pursuant criminal actions, including without limitation third-party actions for personal injury or property damage, are pending or, to applicable Environmental Law the Knowledge of Seller, threatened with respect to remediation conducted by Environmental Laws against the Company or any Subsidiary of the Company or any of the Real Property with regard or in any manner relating to the time such property has been in the Company's or any such Subsidiary's possession. No judgments, consent orders, consent decrees, stipulations or other Persons;restrictions have been entered or applied with respect to Environmental Laws against the Company or any Subsidiary of the Company or at any of the Real Property. None of Seller, the Company or any Subsidiary of the Company has received, nor to the Knowledge of Seller, does there exist, any governmental orders, notifications, notices of violation, or requests for information relating to environmental or health and safety conditions at any of the Real Property with regard or in any manner relating to the time such property has been in the Company's or any such Subsidiary's possession. To the Knowledge of Seller, neither the operation of the Business nor the use or occupation of any of the Real Property violates any Environmental Law, except for such violations as would not result in a Material Adverse Effect. (fd) neither Neither the Company nor any Subsidiary of its Subsidiaries has been identified by the Company is subject to any, and to the Knowledge of Seller, there is no imminent restriction on the ownership, occupancy, use or transferability of the Company's or such Subsidiary's properties and facilities arising from any (i) Environmental Law or (ii) release, threatened release or disposal of any Hazardous Substance. (e) For purposes of this Agreement, (i) "ENVIRONMENTAL LAWS" means any applicable statute, law, ordinance, order, decree or regulation of any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession Entity relating to the Company environment, including air, water or its Subsidiaries noise pollution, emissions or discharges, public health, employee health, safety or welfare, land use or the production processing, distribution, use, storage, labeling, handling, transportation, treatment or disposition of any Hazardous Substance; and its current (ii) "HAZARDOUS SUBSTANCE" means materials, wastes or former properties or operationssubstances regulated by any Environmental Laws.

Environmental. Except as has not had and would not be reasonably expected, individual or in the aggregate, to have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21June 1, 2021, 2012 have been, in compliance in all material respects with all applicable Environmental Laws, including possessing possessing, maintaining and complying with all Company Permits applicable to required for their operations or occupation of any real property under all applicable Environmental Laws; (b) there is no pending or threatened Action Legal Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither . Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, report or claim other information from any Person, including any Governmental AuthorityEntity, alleging that the Company or any of its Subsidiaries has been or is in material violation or potentially in material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law; (d) neither . Neither the Company nor any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (fc) neither the Company nor any of its Subsidiaries has been identified assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, any liability of another Person relating to Environmental Laws; (d) neither the Company nor any of its Subsidiaries, predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, manufactured, distributed, transported, handled, or released, or exposed any Person to, any Hazardous Materials so as to give rise to any material liabilities (contingent or otherwise) or investigatory, corrective or remedial obligations pursuant to Environmental Laws; (e) with respect to the Owned Real Property and the Leased Real Property and any properties formerly owned, leased or operated by any Governmental Authority as a potentially responsible party under CERCLA the Company or any similar state of its Subsidiaries, there have been no releases, spills, or foreign Law discharges of, or any other contamination by, Hazardous Materials on, in, from or underneath any of such properties or facilities that (i) has caused environmental contamination at such properties or facilities that has resulted or could result in an obligation of the Company or any siteof its Subsidiaries to remediate such environmental contamination pursuant to Environmental Law, or (ii) has resulted or could result in liability of the Company or any of its Subsidiaries pursuant to Environmental Law; and (gf) the Company has made available furnished to Parent prior to the date of this Agreement trueand Merger Sub all environmental audits, correct and complete copies of any environmental reports, studies, assessments reports and other material environmental information prepared since July 21, 2021 in its possession documents relating to the past or current properties, facilities or operations of the Company or its Subsidiaries and Subsidiaries, predecessors or Affiliates, which are in its current possession or former properties or operationsunder its reasonable control.

Environmental. Except as would not have a Company Material Adverse Effectset forth in Section 2.17 of the Seller Disclosure Letter: (a) the The Company and its Subsidiaries areis currently, and since July 21, 2021, have beenhas been operated, in compliance compliance, in all material respects, with all applicable Environmental Laws, including possessing which compliance includes, without limitation, obtaining and complying with all permits, licenses, authorizations and approvals (“Environmental Authorizations”) necessary to conduct the Business, a complete and correct list of which is set forth in Section 2.10(b) of the Seller Disclosure Letter. To Seller’s knowledge, there has been no past Remedial Action or non-compliance with Environmental Law at any Property which would result in the Company Permits incurring any liability under Environmental Law. The Company has filed all material reports and notifications required to be filed under applicable to their operations under all Environmental Laws;Law. (b) there There is no pending outstanding, or threatened Action pursuant to Seller’s knowledge threatened, notice of violation, order, demand, allegation, citation, directive, summons, complaint, fine, penalty or claim arising under any Environmental Law against the Company. The Company has not received written notice of any claim or proceeding (including but not limited to any third-party claim, contribution action, administrative proceeding or information request) relating to any Environmental Law or alleging that the Company or the Property is in violation of, or has potential liability under, any of its Subsidiaries;Environmental Law. (c) since July 21The Company is not subject to any material (individually or in the aggregate) outstanding, 2021 through or to Seller’s knowledge threatened, written orders or material contracts or claims with any governmental entity or other person respecting (A) Environmental Laws, (B) Remedial Action or (C) any Release or threatened Release of Hazardous Materials. (d) The Company has not received any written communication alleging, with respect to any such party, the date violation of this Agreementor liability under any Environmental Law and the Company has not entered into or been subject to any consent decree, compliance order or other administrative order with respect to any Environmental Laws. (e) There are no underground storage tanks currently owned, operated or located on any Property that is currently owned by the Company and, to Seller’s knowledge, there are no underground storage tanks currently owned, operated or located on any Property. All above ground tanks at any Property are in compliance with Environmental Laws. There are no PCBs located on, in or upon any Property. Buyer hereby acknowledges that asbestos and asbestos containing material may be located on, in or upon the Property. (f) Except as set forth in Section 2.17(f) of the Seller Disclosure Letter, neither the Company nor Seller maintains any reserves for any liability of the Company under Environmental Law, and, to Seller’s knowledge, the Company does not have any liability under Environmental Law for any predecessor companies or properties owned or operated by any predecessor companies. (g) To Seller’s knowledge, neither the Company nor any of its Subsidiaries other person or entity for whose conduct the Company is or may be held responsible, has received generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any written notice, demand, letterHazardous Materials, or claim from any Personsolid wastes at any Property, including any Governmental Authorityexcept in compliance, alleging in all material respects, with all applicable Environmental Laws. No Property that is currently owned by the Company is listed on the National Priorities List and, to Seller’s knowledge, no Property is listed on the National Priorities List. No part of the Property has, to Seller’s knowledge, been used, nor is it now being used, (i) as a landfill, dump, or other disposal, storage, transfer or handling area of Hazardous Materials or (ii) for the dispensing of gasoline or other petroleum fuels. Seller has no knowledge of the Release or threatened Release of any Hazardous Materials at or in the vicinity of its Subsidiaries has been any Property in such quantities or is in violation or potentially in concentrations that it would constitute a material violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to require remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date thereunder. For purposes of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.Agreement:

Environmental. (a) Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (ai) since January 1, 2013, the Company and its Subsidiaries are, have been and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations as currently conducted under all applicable Environmental Laws; (bii) (A) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to or threatened Action pursuant relating to any Environmental Law against the Company or any of its Subsidiaries; ; (cB) since July 21, 2021 through the date none of this Agreement, neither the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; , which violation or liability is unresolved; and (dC) neither none of the Company nor or any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (eiii) there have been no Releases of Hazardous Materials by the Company or any of its Subsidiaries (and, to the Knowledge of the Company, with respect to the Leased Real PropertyReleases of Hazardous Materials have not otherwise occurred) at, there on, under or from any location that have been no Releases on resulted in or underneath any of such real properties that has caused environmental contamination at such real properties that would are reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fiv) neither the Company nor any of its Subsidiaries has been identified by entered into any Governmental Authority as a potentially responsible party under CERCLA written agreement or incurred any similar state legal obligation that would reasonably be expected to require it to pay to, reimburse, or foreign Law at indemnify any site; andother Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (gb) the The Company has delivered or otherwise made available to Parent prior for inspection to the date of this Agreement true, correct and complete Parent copies of any environmental material reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating of or reasonably available to the Company or any of its Subsidiaries and pertaining to: (i) any unresolved claims arising under or relating to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its current Subsidiaries; or former properties (iii) the Company’s or operationsany of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effectset forth in the Disclosure Letter: (ai) the Company and The Company, its Subsidiaries and their respective operations are, and since July 21, 2021, have been, in material compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (bii) there Neither the Company nor any Subsidiary of the Company: (A) is no pending or threatened Action pursuant subject to any Environmental Law against Laws, or to the knowledge of the Company any pending or proposed future Environmental Laws, or terms of any current, or to the knowledge of the Company any pending or proposed future, environmental authorization, permit or licence which requires or may require any material work, repairs, construction, change in business practices or operations, or expenditures; (B) is subject to any written claim, action, proceeding, investigation, demand, notice or order with respect to a material breach of or material liability under any Environmental Laws applicable to the Company or any Subsidiary of the Company or under any indemnity granted by the Company or any Subsidiary to any other Person; (C) has any liability or responsibility with respect to, or has knowledge of, any Hazardous Substance that has been generated, transported, treated, stored, installed, deposited, disposed of, arranged to be deposited or disposed of, released, discharged or emitted, or threatened to be released discharged or emitted, at, on, from or under any property or facility currently or formerly owned, leased, used or otherwise controlled by the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreementin violation of, neither or in a manner or to a location that could give rise to liability to the Company nor or any of its Subsidiaries has received under or relating to, any written noticeEnvironmental Laws or is present at, demandon, letterin, or claim from under such currently owned, leased, used or controlled property or facility in a condition or at a level or concentration exceeding any Personremediation or decommissioning standard set forth under Environmental Laws, including in any Governmental Authoritycase, alleging that would reasonably be expected to be material; or (D) has any material liability or responsibility with respect to, or has knowledge of, any Hazardous Substance that is migrating toward any Real Property; and (iii) None of the Company or any of its Subsidiaries has been assumed, contractually or is in violation by operation of Laws, any liabilities or potentially in violation obligations of any applicable other Person under or relating to any Environmental Law or otherwise may Laws, in any case that would, reasonably be liable under any applicable Environmental Law;expected to be material. (div) neither None of the products manufactured by the Company nor or any of its Subsidiaries is (or any of their respective predecessors) or manufactured by a third party the assets or subject stock of which were sold to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA (or any similar state or foreign Law at any site; andof their respective predecessors) contained asbestos, except as set forth on the Disclosure Letter. (gv) The representations and warranties in this paragraph (s) are the Company has made available to Parent prior to the date of only representations and warranties in this Agreement true, correct and complete copies of any dealing with Environmental Laws or environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsmatters.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Company and its Subsidiaries The Acquired Companies are, and since July 21, 2021, have always been, in compliance in all material respects with all applicable Environmental Lawsenvironmental Laws that affect the Business or the Properties or Assets, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is and no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Proceeding has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationfiled, remediationcommenced or, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Sellers, threatened against any Acquired Company alleging any such violation. Neither any Acquired Company nor any predecessor entity has ever been charged with (or, to the Knowledge of the Sellers, has been or is now under investigation with respect to) any possible violation of any environmental Law. No Acquired Company has received any notice from any Person (including any governmental authority or the current or prior owner or operator of any property owned or leased by an Acquired Company, ) with respect to (i) any violation or failure to comply with any environmental Law, (ii) any obligation for any Acquired Company to undertake or bear the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies cost of any environmental remediation or (iii) any harm to the environment at any property owned or leased by an Acquired Company or otherwise used by an Acquired Company in connection with the Business, including off-site disposal sites. The Acquired Companies have timely filed all material reports, studies, assessments data and other material information required to be filed with governmental authorities under applicable environmental information prepared since July 21Laws. Neither the Acquired Companies nor their respective Properties or Assets (nor, 2021 in its possession relating to the Knowledge of the Sellers, any Subject Property or any of the REO Properties) are subject to any Order pursuant to any environmental Law or in connection with hazardous materials or substances. No Acquired Company has disposed of, released (meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, without giving effect to any thresholds on quantity or time in any environmental Law) or placed any hazardous materials or substances on, under or at any property owned or leased by an Acquired Company or its Subsidiaries otherwise used by an Acquired Company in connection with the Business. The Acquired Companies do not have any environmental Liabilities and its current none of the properties and assets of the Acquired Companies are subject to any lien arising under or former properties or operationspursuant to any environmental Laws.

Environmental. Except as would not not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect, or as disclosed in the Company SEC documents or on Schedule 4.16 of the Company Disclosure Schedule: (a) (i) each of the Company Properties, the Leased Properties and its Subsidiaries are, and since July 21, 2021, have been, the Business is in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; ; (bii) there is no pending litigation, investigation, request for information or other proceeding pending, or, to the Knowledge of the Company (after reasonable inquiry), threatened Action pursuant to any Environmental Law against the Company or any Subsidiary under any applicable Environmental Laws; and (iii) the Company has not received any written notice (I) of its Subsidiaries;violation or potential liability under any applicable Environmental Laws that remains unresolved, or (II) that any judicial, administrative or compliance order has been issued against the Company or any Subsidiary which remains unresolved. (cb) since July 21, 2021 through the date of this Agreement, neither Neither the Company nor any of its Subsidiaries Subsidiary has received used, generated, stored, treated or handled any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that Hazardous Material on the Company Properties or any of its Subsidiaries has been or is Leased Properties, in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties manner that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to liability under Environmental Laws, and there are currently no underground storage tanks, active or abandoned, used for the storage of Hazardous Materials on, in or under any Company Properties or Leased Properties in violation of applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither Laws. Neither the Company nor any Subsidiary has caused a Release of Hazardous Materials on either the Company Properties or the Leased Properties and, to the Knowledge of the Company, no Third Party has caused a Release or threatened Release of Hazardous Materials on either the Company Properties or Leased Properties. (c) To the Knowledge of the Company, all Hazardous Material which has been removed from any Company Properties or Leased Properties was handled, transported and disposed of at the time of removal in compliance with applicable Environmental Laws. (d) No representation or warranty is made under this Section 4.16 with respect to the contents of individual storage units of the Company and its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) unless the Company has made available to Parent prior to the date Knowledge of this Agreement true, correct and complete copies a Release of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to Hazardous Materials from an individual storage unit on either the Company Properties or its Subsidiaries and its current or former properties or operationsthe Leased Properties.

Environmental. Except as would not have a Company Material Adverse Effect: (a) The Company made available to Parent all material records and material correspondence in the possession of the Company relating to environmental matters affecting the Company and which were prepared for or submitted to applicable Governmental Entities within three (3) years of the date of this Agreement. (b) The Company and its Subsidiaries are in compliance in all material respects with applicable Environmental Laws, and have not received any written notice alleging any violation by the Company or its Subsidiaries with respect to any applicable Environmental Laws, including with respect to possessing and being in compliance with any Permits required for the Company and its Subsidiaries areto operate under applicable Environmental Laws. (c) To the Knowledge of the Company, the properties operated by the Company and since July 21its Subsidiaries (including soils, 2021groundwater, surface water, indoor air, buildings or other structures) are not contaminated with any Hazardous Substances in an amount or concentration or in a condition that would give rise either to an obligation to act to address the Hazardous Substance contamination or condition or to disclose to a Governmental Entity that Hazardous Substance contamination or condition under any Environmental Law. (d) Neither the Company nor its Subsidiaries have beenreceived written notice that the Company is subject to any liability under any Environmental Law for any Hazardous Substance disposal, release or contamination on the property of any third party nor has the Company disposed of, transported, or arranged for the disposal of or transport of any Hazardous Substances in a way that would require investigation or remediation pursuant to applicable Environmental Law or otherwise subject the Company to any liability pursuant to applicable Environmental Law. (e) The Company and its Subsidiaries have not released any Hazardous Substance into the environment except (A) in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable Law or (B) in an amount or concentration that would not reasonably be expected to their operations give rise to any material liability or obligation under all any Environmental Laws;Law. (bf) there Neither the Company nor any of its Subsidiaries is no pending named as a party to any Action or threatened Action pursuant to order addressing liability under any Environmental Law nor has the Company or any of its Subsidiaries received a demand or other notice threatening to assert a claim for such liability against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.

Environmental. Except as would not have a Company Material Adverse Effectset forth in Section 2.13 of the Disclosure Schedule: (a) The operations and properties of the Company and its the Subsidiaries are, and since July 21, 2021, have been, (i) are in compliance in all material respects with all applicable Environmental LawsLaws (as defined) and (ii) have not generated, including possessing all Company Permits applicable to their operations under all used, stored, transported, manufactured, released or disposed of any Hazardous Materials (as defined) on or off the Company's premises in violation of Environmental Laws;. No material expenditure relative to the Company's premises will be required to comply with Environmental Laws in connection with the operation or continued operation of the business of the Company and the Subsidiaries after the Effective Date in a manner consistent with the current operation thereof by the Company and the Subsidiaries. To the knowledge of the Company and the Subsidiaries, no material expenditure will be required to remediate, clean up, abate or remove any Hazardous Materials on any real proper▇▇ ▇▇rrently operated or leased, or formerly owned, operated or leased by the Company or the Subsidiaries. (b) there is There are no actions, complaints, citations, investigations or proceedings pending or, to the knowledge of the Company, threatened against the Company or threatened Action the Subsidiaries alleging the violation of or seeking to impose liability or responsibility for environmental cleanup costs pursuant to any Environmental Law against the Company or any of its SubsidiariesEnvironmental Permit (as defined below); (c) since July 21The Company has provided Acquiror with copies of all environmental audits, 2021 through the date assessments, studies, reports, analyses, investigation results or similar environmentally-related documents of this Agreementany real property currently or formerly owned, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, operated or claim from any Person, including any Governmental Authority, alleging that leased by the Company or any of its Subsidiaries has been and copies of all Environmental Permits required for the operations of the Company, in all cases limited to those within the possession, custody or is in violation control of the Company or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;its Subsidiaries. (d) neither The Company has provided Acquiror with copies of all requests for information (and responses thereto), notices of violation, complaints, claims or other documents or correspondence related to or referring to any actual or alleged violations of Environmental Laws or responsibility for environmental cleanup costs, including but not limited to the Federal Comprehensive Environmental, Response, Compensation and Liability Act ("CERCLA") and similar state laws, at (i) any real property currently or formerly owned, operated or leased by the Company nor or any of its Subsidiaries is a party Subsidiaries, or subject to any Order relating to compliance with Environmental Law (ii) at CERCLA or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither similar state sites at which the Company nor or any Company Subsidiary has entered into any Contract with another Person of Subsidiaries are named as potentially responsible parties, or for which the primary purpose thereof was Company or any Subsidiaries have received a CERCLA Section 122(c), Section 104(e) or similar notice or request for information, in all cases limited to assumethose within the possession, undertake custody or otherwise become subject to any liability control of another Person under any Environmental Law;the Company or its Subsidiaries. (e) to The Company and Subsidiaries possess, and have maintained in full force and effect, all Environmental Permits required for the Knowledge operation of their respective businesses, and in all material respects are in compliance with the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any provisions of all such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsPermits.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Company Exide and its Subsidiaries are, and since July 21, 2021the Petition Date, have been, in compliance with all applicable Laws relating to the protection of the environment, natural resources (including wetlands, wildlife, aquatic and terrestrial species and vegetation) or of human health and safety as it relates to Materials of Environmental Concern, or to the management, use, transportation, treatment, storage, disposal or arrangement for disposal of Materials of Environmental Concern (collectively, “Environmental Laws”), including possessing all Company Permits applicable except as would not reasonably be expected to their operations under all Environmental Laws;result in a Material Adverse Effect. (b) there is no pending or threatened Action pursuant Exide and its Subsidiaries (i) have received and are in compliance with all permits, licenses, and other authorizations required of them under applicable Environmental Laws to conduct their respective businesses, (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, exemptions or approvals, and (iii) since the Petition Date, have paid all fees, assessments or expenses due under any such permits, licenses, exemptions or approvals, except, in each case, as would not reasonably be expected to result in a Material Adverse Effect. (c) Except with respect to matters that have been fully and finally settled or resolved, and except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no Legal Proceedings under any Environmental Law Laws pending or, to the Knowledge of Exide, threatened in writing against the Company Exide or any of its Subsidiaries; , and (cii) since July 21, 2021 through the date of this AgreementPetition Date, neither the Company Exide nor any of its Subsidiaries has received written notice of any written noticeactual or potential liability of Exide for the investigation, demand, letterremediation or monitoring of any Materials of Environmental Concern at any location, or claim from for any Personviolation of Environmental Laws. (d) Since the Petition Date, including any Governmental Authorityexcept as would not reasonably be expected to result in a Material Adverse Effect, alleging that the Company none of Exide or any of its Subsidiaries has been entered into any consent decree, settlement or is in violation other agreement with any Governmental Entity, and none of Exide or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order Order, in either case relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;Laws or to Materials of Environmental Concern. (e) Since the Petition Date, to the Knowledge of the CompanyExide, with respect to the Leased Real Property, there have been no Releases on none of Exide or underneath any of such its Subsidiaries has received written notice of any release, disposal or arrangement for disposal of any Materials of Environmental Concern by Exide or its Subsidiaries or at any real properties that has caused environmental contamination at such real properties property currently or formerly owned, leased or operated by Exide, its Subsidiaries or any of their predecessors, that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;a Material Adverse Effect. (f) Except as would not reasonably be expected to result in a Material Adverse Effect, neither the Company Exide nor any of its Subsidiaries has been identified assumed or retained by Contract or operation of Law any Governmental Authority as a potentially responsible party liabilities of any other Person under CERCLA Environmental Laws or concerning any similar state or foreign Law at any site; andMaterials of Environmental Concern. (g) To the Company has made available Knowledge of Exide, except as would not reasonably be expected to Parent prior result in a Material Adverse Effect, none of the transactions contemplated under this Commitment Agreement will give rise to any obligations to obtain the date consent of this Agreement true, correct and complete copies of or provide notice to any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsGovernmental Entity under any Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect: (ai) the Company and Keep any property either owned or operated by it or any of its Subsidiaries arefree of any Environmental Liens; (ii) comply, and since July 21, 2021, have beencause each of its Subsidiaries to comply, in all material respects with Environmental Laws and provide to the Agent any documentation of such compliance which the Agent may reasonably request; (iii) provide the Agent written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or onto property at any time owned or operated by it or any of its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said Release; (iv) provide the Agent with all applicable written notice within ten (10) days of the receipt of any of the following: (A) notice that an Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to Lien has been filed against any Environmental Law against the Company property of any Loan Party or any of its Subsidiaries; ; (cB) since July 21, 2021 through the date commencement of this Agreement, neither the Company nor any Environmental Action or notice that an Environmental Action will be filed against any Loan Party or any of its Subsidiaries has received Subsidiaries; and (C) notice of a violation, citation or other administrative order which could have a Material Adverse Effect and (v) defend, indemnify and hold harmless the Agent and the Lenders and their transferees, and their respective employees, agents, officers and directors, from and against any written noticeclaims, demanddemands, letterpenalties, fines, liabilities, settlements, damages, costs or claim expenses (including, without limitation, attorney and consultant fees, investigation and laboratory fees, court costs and litigation expenses) arising out of (A) the generation, presence, disposal, Release or threatened Release of any Hazardous Materials on, under, in, originating or emanating from any Person, including property at any Governmental Authority, alleging that the Company time owned or operated by any Loan Party or any of its Subsidiaries has been (or is its predecessors in violation interest or potentially in title), (B) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to the presence or Release of such Hazardous Materials, (C) any request for information, investigation, lawsuit brought or threatened, settlement reached or order by a Governmental Authority relating to the presence or Release of such Hazardous Materials, (D) any violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; and/or (dE) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to Action filed against the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA Agent or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsLender.

Environmental. Except as would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including including, but not limited to, possessing all Company Permits applicable to required for their operations under all applicable Environmental Laws, and, to the Knowledge of the Company, have not violated any such Environmental Laws in the five (5) years preceding the date of this Agreement; (b) there is no pending or, to the Knowledge of the Company, threatened action or threatened Action proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither . Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim notice from any Person, including but not limited to any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither Law or regarding the Release of or exposure to any Hazardous Materials. Neither the Company nor any of its Subsidiaries is a party or subject to, or, to the Knowledge of the Company, affected by, any Order relating administrative or judicial order or decree pursuant to compliance with Environmental Law or regarding the investigation, remediation, removal Release of or cleanup of exposure to any Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;; and (ec) to To the Knowledge of the Company, with respect to the Owned Real Property and the Leased Real PropertyProperty and any other location for which the Company or any of its Subsidiaries may be responsible, there have been no Releases of Hazardous Materials on or underneath any of such real properties that has caused environmental contamination at such real properties that would under conditions or circumstances reasonably be expected likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law liability to, or result in liability pursuant to applicable Environmental Law interfere with respect to remediation conducted by other Persons;any operations of, the Company or any of its Subsidiaries. (fd) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been identified by entered into any Governmental Authority as a potentially responsible party under CERCLA agreements in connection with the sale, lease or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies sublease of any environmental reportsreal property or business, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating pursuant to which the Company or any Subsidiary has agreed to either indemnify for liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, or retain liabilities arising pursuant to Environmental Law or otherwise with respect to the Release of or exposure to Hazardous Materials, excluding any such agreements as to which the Company’s or its Subsidiaries and its current or former properties or operationsSubsidiaries’ obligations have expired pursuant to the terms of said agreements.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Company and its Subsidiaries The Acquired Companies are, and since July 21, 2021, have always been, in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against environmental Laws that affect the Company Business or any properties or assets of its Subsidiaries; (c) since July 21any Acquired Company, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries and no Proceeding has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationfiled, remediationcommenced or, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Sellers, threatened against any Acquired Company alleging any such violation. Neither any Acquired Company nor any predecessor entity has ever been charged with (or, to the Knowledge of the Sellers, has been or is now under investigation with respect to) any possible violation of any environmental Law. Except for the items on Section 3.14(c) of the Disclosure Schedule, no Acquired Company has received any notice from any Person (including any governmental authority or the current or prior owner or operator of any property owned or leased by an Acquired Company, ) with respect to (i) any violation or failure to comply with any environmental Law, (ii) any obligation for any Acquired Company to undertake or bear the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies cost of any environmental remediation or (iii) any harm to the environment at any property owned or leased by an Acquired Company or otherwise used by an Acquired Company in connection with the Business, including off-site disposal sites. The Acquired Companies have timely filed all material reports, studies, assessments data and other material information required to be filed with governmental authorities under applicable environmental information prepared since July 21Laws. Neither the Acquired Companies nor their respective properties or assets are subject to any Order pursuant to any environmental Law or in connection with hazardous materials or substances. No Acquired Company has disposed of, 2021 released (meaning any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing into the environment, without giving effect to any thresholds on quantity or time in its possession relating to the any environmental Law) or placed any hazardous materials or substances on, under or at any property owned or leased by an Acquired Company or its Subsidiaries otherwise used by an Acquired Company in connection with the Business. To the Knowledge of the Sellers, the Acquired Companies do not have any environmental Liabilities and its current none of the properties and assets of the Acquired Companies are subject to any lien arising under or former properties or operationspursuant to any environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and each of its Subsidiaries arepossess all Permits required under, and since July 21each is in material compliance with, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;. Section 4.15(a) of the Company Disclosure Schedule sets forth a true and complete list of each material Permit required by the Company or any of its Subsidiaries under any Environmental Laws. (b) None of the Company or any of its Subsidiaries has received notice of actual or threatened liability under CERCLA or any similar foreign, state or local Law from any Governmental Entity or any third party and, to the Knowledge of the Company, there is no pending fact or threatened Action pursuant to circumstance which could form the basis for the assertion of any Environmental Law claim against the Company or any of its Subsidiaries;Subsidiaries under any Environmental Law including CERCLA, or any similar Law with respect to any on-site or off-site location. (c) since July 21, 2021 through the date None of this Agreement, neither the Company nor or any of its Subsidiaries has received entered into or agreed to enter into any written notice, demand, letter, Order relating to compliance with Environmental Laws or claim from any Person, including any Governmental Authority, alleging that the cleanup of Hazardous Materials. (d) (i) None of the Company or any of its Subsidiaries has been or is in violation or potentially in violation of or alleged to have been in violation of or (ii) subject to any Legal Proceeding pursuant to applicable Environmental Law Laws either now or otherwise may any time during the past five (5) years, except, in the case of clause (i), as would not, individually or in the aggregate, reasonably be liable under any applicable Environmental Law;expected to have a Company Material Adverse Effect. (de) neither None of the Company nor or any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law claim, obligation, liability, loss, damage or the investigationexpense of any kind or nature, remediationcontingent or otherwise, removal incurred or cleanup imposed or based upon any provision of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge , or arising out of the Companyownership, with respect to use, control or operation by the Company or any of its Subsidiaries of any plant, facility, site, area or property (including the Owned Real Property, the Leased Real PropertyProperty and any plant, there facility, site, area or property currently or previously owned or leased by the Company or any of its Subsidiaries) from which any Hazardous Materials were Released into the Environment or to which Hazardous Materials have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;sent. (f) neither the The Company nor any of and its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has have made available to the Parent prior to the date of this Agreement true, correct and complete copies of any environmental all material reports, studiescorrespondence, assessments memoranda and other material environmental information prepared since July 21, 2021 in its possession computer data relating to matters governed by or subject to Environmental Laws. (g) To the Knowledge of the Company, none of the Company or any of its Subsidiaries manufactures or has ever manufactured any product containing asbestos. (h) None of the Company or any of its Subsidiaries has paid any fine, penalty or assessment within the prior five (5) years with respect to Environmental Laws. (i) To the Knowledge of the Company, no Owned Real Property or Leased Real Property, improvements or equipment included within the Leased Real Property or the assets necessary for the conduct of the business of the Company and its current Subsidiaries contain any asbestos-containing materials, polychlorinated biphenyls, underground storage tanks, open or former closed pits, sumps or other empty, discarded or abandoned containers used to store raw materials, products or waste on or under any such properties or operationsassets. (j) None of the Company or any of its Subsidiaries has imported, manufactured, stored, managed, used, operated, transported, treated or disposed of any Hazardous Material other than in compliance with all Environmental Laws.

Environmental. (a) Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: (a) the Company and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries (i) has received any written notice, demand, letternotice with respect to the business of, or claim properties owned or leased by, the Company or any of its Subsidiaries from any Person, including any Governmental Authority, Entity or third party that remains outstanding alleging that the Company or any of its Subsidiaries is not in compliance with any Environmental Laws, (ii) has been or caused any “release” of a “hazardous substance” (as those terms are defined in CERCLA), in excess of a reportable quantity on any property that is in violation or potentially in violation used for the business of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor or any of its Subsidiaries is which release requires any cleanup or remediation pursuant to Environmental Law or (iii) has received written notification of, and the Company has no knowledge of, any potential responsibility or liability of the Company or any Subsidiary pursuant to CERCLA or any similar Environmental Law. (b) The Company and each of its Subsidiaries has obtained all permits required by Environmental Law necessary to enable them to conduct their respective businesses as currently conducted and are in compliance with such permits, except where the failure to obtain or comply with any such Permit would not, individually, or in the aggregate, reasonably be expected to have a party Company Material Adverse Effect. All such permits are in full force and effect and, to the Company’s Knowledge, there are no pending or subject threatened claims that seek the revocation, cancellation, suspension or any adverse modification of any such permits, except where the failure to have any Order such Permit would not, individually, or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (c) The Company previously has made available to Parent copies of all phase I environmental reports prepared by any Person, and permits required under Environmental Laws and all other material correspondence with Governmental Entities in the Company’s possession relating to compliance with Environmental Law or Laws, in the investigation, remediation, removal or cleanup case of Hazardous Materials, each of the foregoing within the last three (3) fiscal years. (d) The representations and neither warranties contained in this Section 3.16 constitute the sole and exclusive representations and warranties made by the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused concerning environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsmatters.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the Each Transferred Company is in *** compliance with applicable Environmental Law, including obtaining and its Subsidiaries aremaintaining possession of, and since July 21, 2021, have been, in compliance complying with the terms and conditions (including mitigation requirements) of all applicable Environmental Laws, including possessing all Company Permits applicable *** Governmental Approvals required to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letterbe held by, or claim from issued to, any Person, including any Governmental Authority, alleging that the Transferred Company or any of its Subsidiaries has been or is in violation or potentially in violation of any under applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither for the Company nor any current operation of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, such Transferred Company's Business. All such Governmental Approvals are current and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, valid *** with respect to the Leased Real Property, there have been Business of the Transferred Companies. There are no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties *** facts that would reasonably *** be expected to result in an obligation the (i) revocation, termination, adverse modification or non-renewal of any Governmental Approval or (ii) failure of the Transferred Company to remediate such environmental contamination be in compliance with applicable Environmental Law***. (b) No Transferred Company is subject to any pending Actions or*** any Actions threatened *** pursuant to any applicable Environmental Law, and no Transferred Company has received any other written notices of Liability or violation from any Person under any applicable Environmental Law relating to such Transferred Company's Business or result in liability the Leased Real Property. (c) There are no writs, injunctions, decrees, orders or judgments to which any Transferred Company is a party that are outstanding relating to the compliance of such Transferred Company with, or the Liability of such Transferred Company under, any Environmental Laws. (d) No Hazardous Materials have been Released into the environment at any Leased Real Property***. (e) No Transferred Company is a party to any contract pursuant to applicable Environmental Law which it is obligated to indemnify any other Person with respect to, or be responsible for, any pending or unresolved Liability pursuant to remediation conducted by other Persons;any Environmental Law. (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the The Company has made available to Parent prior to the date of Buyer in the data room established by the Company for the transactions contemplated by this Agreement true, correct and complete copies of any all written environmental reports, studiesassessments and audits (except for supplementary materials in support of such reports, assessments and other audits) that are in any Transferred Company's possession, custody or control concerning material environmental information prepared since July 21, 2021 in its possession relating issues of noncompliance or Liability (including reports which state a need to the take material corrective actions) under applicable Environmental Law regarding any Transferred Company or its Subsidiaries and its current or former properties or operationsany Leased Real Property.

Environmental. Except as would not have a Company Material Adverse Effect: (a) The Company and its Subsidiary have obtained all material Permits that each is or was required to obtain under any Environmental Law. The Company and its Subsidiary are and always have been in compliance with all Environmental Laws and the terms and conditions of all material Permits issued with respect to the Company and its Subsidiaries areSubsidiary pursuant to any Environmental Law. No incident, condition, change, effect or circumstance with respect to the Company and since July 21, 2021, have been, its Subsidiary has occurred or exists that could reasonably be expected to prevent or interfere with such compliance by the Company and its Subsidiary in compliance with all applicable Environmental Lawsthe future, including possessing all Company Permits applicable any failure to their operations under all Environmental Laws;make a timely application or submission for renewal of any such Permit. (b) there There is no Environmental Claim pending or or, to the Company’s Knowledge, threatened Action pursuant to any Environmental Law against the Company or its Subsidiary or against any Person whose liability for such Environmental Claim the Company or its Subsidiary have or retained or assumed by Contract or under any Applicable Legal Requirement. No incident, condition, change, effect or circumstance has occurred or exists that could reasonably be expected to form the basis of an Environmental Claim against the Company or its Subsidiary or against any Person whose liability for such Environmental Claim the Company or its Subsidiary have or retained or assumed by Contract or under any Applicable Legal Requirement. (c) To the Company’s Knowledge, there is not present in, on or under any of the Leased Real Property any Hazardous Substance in such form or quantity as to create any liability of the Company or its Subsidiary under any Environmental Law. Neither the Company nor its Subsidiary has installed, used, generated, treated, disposed of or arranged for the disposal of any Hazardous Substance in any manner so as to create any liability under any Environmental Law or any other liability for the Company, any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsBuyer.

Environmental. Except as would not have a Company Material Adverse Effect:set forth in Section 3.20 of the Disclosure Schedule: ------------------- -15- (a) Schedule 3.20 of the Disclosure Schedule sets forth a list of all ------------------- assessments, studies, reports or appraisals ("Environmental Reports") possessed by the Company, any Subsidiary, Seller or Parent relating to the environmental condition of any real property currently or formerly owned or leased by the Company and its Subsidiaries are, and since July 21, 2021, have been, in or any Subsidiary (the "Company Property") or relating to the compliance by the Company or any Subsidiary with all applicable any Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;. (b) there is no pending or threatened Action pursuant to any Environmental Law against To the knowledge of Sellers, Parents, the Company or any Subsidiary, the Company Property and the operations conducted thereon do not violate in any material respect any Environmental Laws and there are no conditions existing on or resulting from the operation of its Subsidiaries;any Company Property that could give rise to any on-site or off-site remedial obligations under any Environmental Laws. (c) since July 21The Company Property and the operations conducted thereon by the Company and the Subsidiaries or the operations by any prior owner or operator of the Company Property, 2021 through are not subject to any existing, pending or, to the date knowledge of this Agreementany Seller or Parent, threatened action, suit, investigation, inquiry or proceeding by or before any Governmental Authority. (d) All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the current operation or use of the Company Property, including without limitation treatment, storage, disposal or release of a hazardous substance or solid waste into the environment, if any, have been duly obtained or filed, and the Company and the Subsidiaries are in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. (e) To the knowledge of Sellers, Parents, the Company or any Subsidiary, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or Subsidiary is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating contingent liability in connection with any exposure of any person or property to compliance with Environmental Law or any release or threatened release of any hazardous substance or solid waste into the investigation, remediation, removal environment on or cleanup of Hazardous Materials, and neither at the Company nor any Company Subsidiary has entered into any Contract with another Person of which Property or from the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation operations conducted by other Persons;thereon. (f) neither the Company nor For purposes of this Agreement, "Environmental Laws" shall mean any and all laws, statutes, ordinances, rules, regulations, orders, or determinations of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA pertaining to health or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to environment in effect on the date of this Agreement true, correct in any and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 all jurisdictions in its possession relating to which the Company or its Subsidiaries Property is located, including without limitation, the Clean Air Act, as amended, the Comprehensive Environmental, Response, Compensation, and its current or former properties or operations.Liability Act of 1989 ("CERCLA"), as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976 ("RCRA"), as amended, the

Environmental. Except as with respect to matters that (x) either have been fully resolved, provided, in each case, the Company and each Company Subsidiary has no outstanding liability or obligation pending and no liability is reasonably likely to arise in the future related to any resolved matter, (y) would not have reasonably be expected to result in a material liability to the Company Material Adverse Effector the Company Subsidiaries, taken as a whole, or (z) as set forth in Schedule 4.18: (a) the Company and its the Company Subsidiaries areare in, and since July 21December 31, 20212015, have been, been in material compliance with all applicable Environmental Laws, including possessing all Company Permits Laws applicable to the Company or their operations under all Environmental Lawsrespective use or operation of the Real Property; (b) there is has been no pending Release by the Company or threatened Action the Company Subsidiaries at the Real Property or, to the Company’s Knowledge, at any previously owned, leased or operated real property, in each case, that requires cleanup or remediation by the Company or the Company Subsidiaries or has resulted in material liability to the Company pursuant to any Environmental Law against the Company or any of its SubsidiariesLaw; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor the Company Subsidiaries have (i) received written notice under the citizen suit provisions of any of its Subsidiaries has Environmental Law, (ii) received any written noticenotice of violation, demanddemand letter, lettercomplaint, citation, information request, notice of “potentially responsible party” liability, or claim from under any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under (iii) been subject to or, to the Company’s Knowledge, threatened with any applicable enforcement action by a Governmental Authority with respect to any Environmental Law; (d) neither there is no Action relating to Environmental Laws or the Release of Hazardous Materials that is pending or, to the Company’s Knowledge, threatened against the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationCompany Subsidiaries with respect to their respective businesses, remediationthe Company, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental LawReal Property; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any provided all Phase I environmental site assessment reports, studiesPhase II reports, assessments environmental or health or safety audits conducted in the three years preceding the Effective Date, any material documents related to any pending or threatened Action under Environmental Law and any other material environmental information prepared since July 21, 2021 in its possession relating documents related to the Company or its Subsidiaries and its current any Company Subsidiary’s compliance or former properties liability under Environmental Laws, in the Company’s or operationsany Company Subsidiary’s possession or control.

Environmental. Except as would not not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect: , (ai) the Company and each of its Subsidiaries are, and since July 21, 2021, have been, subsidiaries is in compliance with and not subject to any known liability under applicable Environmental Laws (as defined below), (ii) the Company and each of its subsidiaries has made all filings and provided all notices required under all applicable Environmental Laws, including possessing and has, and is in compliance in all Company Permits material respects with, all permits required under any applicable to their operations under all Environmental Laws; , each of which is in full force and effect, (iii) (a) there are no pending Proceedings with respect to any Environmental Laws affecting the Company, (b) none of the Company or any of its subsidiaries has received any demand, claim or notice of violation of any Environmental Laws, and (c) to the knowledge of the Company and its subsidiaries, there is no pending Proceeding, notice or demand letter or request for information threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; subsidiaries under any Environmental Law, (civ) since July 21no Lien or restriction has been recorded under any Environmental Law with respect to any assets, 2021 through the date of this Agreementfacility or property owned, neither the Company nor any of its Subsidiaries has received any written noticeoperated, demand, letter, leased or claim from any Person, including any Governmental Authority, alleging that controlled by the Company or any of its Subsidiaries has been or is in violation or potentially in violation subsidiaries, (v) none of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor or any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary subsidiaries has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties received notice that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries it has been identified by any Governmental Authority as a potentially responsible party under CERCLA the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or any similar comparable state law, (vi) no property or foreign Law at any site; and (g) the Company has made available to Parent prior to the date facility of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or any of its Subsidiaries subsidiaries (a) is listed or, to the knowledge of the Company and its current subsidiaries, proposed for listing on the National Priorities List under CERCLA or former properties (b) is listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or operationson any comparable list maintained by any state or local governmental authority.

Environmental. Except as would not have a Company Material Adverse Effect:set forth in Section 2.17 of the Seller Disclosure Letter, (a) The Companies and Subsidiaries are currently and, to the knowledge of Sellers, except for past resolved non-compliance, have been operated in compliance, in all material respects, with all Environmental Laws, which compliance includes, without limitation, obtaining and complying in all material respects with all permits, licenses, authorizations and approvals (“Environmental Authorizations”) necessary to conduct the ▇▇▇▇▇▇ ▇▇▇▇ Business. There has been no unresolved past non-compliance with Environmental Law at any Property which would reasonably expected to result in any Company or Subsidiary incurring any material liability under Environmental Law. To the knowledge of Sellers, there is no reason to believe, based on current operations, that the Environmental Authorizations for the operation of the ▇▇▇▇▇▇ ▇▇▇▇ Business will not be granted or extended in the ordinary course. (b) There is no outstanding written, or, to the knowledge of Sellers, verbal, notice of violation, order, demand, citation, directive, summons, complaint fine, penalty or liability, arising under any Environmental Law against any of the Companies or Subsidiaries. No Company or Subsidiary is a party to any pending, or the knowledge of Sellers, threatened claim or proceeding (including but not limited to any third-party claim, contribution action, administrative proceeding or information request) relating to any Environmental Law or alleging that such Company, Subsidiary or the ▇▇▇▇▇▇ ▇▇▇▇ Business or the Property is in violation of, or has potential liability under, any Environmental Law. (c) None of the Companies or Subsidiaries are subject to any material (individually or in the aggregate) outstanding written orders or material Contracts with any governmental entity or other person respecting (A) Environmental Laws, (B) Remedial Action or (C) any Release or threatened Release of a Hazardous Materials. (d) None of the Companies or Subsidiaries have received any written communication alleging, with respect to any such party, the violation of or liability under any Environmental Law and its the Companies and Subsidiaries arehave not entered into or been subject to any consent decree, compliance order or other administrative order with respect to any Environmental Laws that has not previously been resolved. (e) There are no underground storage tanks currently owned or operated or to the knowledge of Sellers, otherwise located, on any Property. All above ground tanks at any Property are in material compliance with Environmental Laws. There is no friable asbestos, friable asbestos containing material or PCBs located on, in or upon any Property except as may be in compliance with applicable Environmental Laws. (f) To the knowledge of Sellers, no Company or Subsidiary, and since July 21no other person or entity for whose conduct a Company or Subsidiary is or may be held responsible, 2021has generated, have beenmanufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials, or any solid wastes at any property, except in compliance, in compliance all material respects, with all applicable Environmental Laws. To the knowledge of Sellers, including possessing all Company Permits applicable no Property is listed on the National Priorities List or any other list, schedule, log, inventory or record, maintained by any governmental agency with respect to their sites from which there has been a Release or threatened Release of Hazardous Materials or any contamination. No part of the Property is now being used nor, to the knowledge of Sellers, was ever used, as a landfill, dump, or other disposal, storage, transfer or handling site (except for such storage, transfer of handling in the ordinary and normal course of operations under all and then only in compliance with Environmental Laws; (b) there is for Hazardous Materials or for the dispensing of gasoline or other petroleum fuels. Sellers have no pending knowledge of the Release or threatened Action pursuant to Release of any Environmental Law against Hazardous Materials at or in the Company or vicinity of any of its Subsidiaries; (c) since July 21, 2021 through the date Property. For purposes of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.:

Environmental. (a) Except as has not been, and would not have reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Company Material Adverse Effectwhole: (ai) since January 1, 2013, the Company and its Subsidiaries are, have been and since July 21, 2021, have been, are in compliance with all applicable Environmental Laws, including possessing and complying with the terms of all Company Permits applicable to required for their operations under all applicable Environmental Laws; (bii) there is no pending or, to the Knowledge of the Company, threatened Proceeding pursuant to or threatened Action pursuant relating to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date . None of this Agreement, neither the Company nor or any of its Subsidiaries has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither , which violation or liability is unresolved. None of the Company nor or any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (eiii) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on of Hazardous Materials at, on, under or underneath from any of such real properties location that has caused environmental contamination at such real properties that would have resulted in or are reasonably be expected likely to result in an obligation by the Company or any of its Subsidiaries to remediate such environmental contamination Releases pursuant to applicable Environmental Law or otherwise have resulted in or are reasonably likely to result in liability to the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;such Releases; and (fiv) neither the Company nor any of its Subsidiaries has been identified by entered into any Governmental Authority as a potentially responsible party under CERCLA written agreement or incurred any similar state legal obligation that may require it to pay to, reimburse, or foreign Law at indemnify any site; andother Person from or against liabilities or costs arising in connection with or pursuant to Environmental Law, or relating to the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (gb) the The Company has delivered or otherwise made available to Parent prior for inspection to the date of this Agreement true, correct and complete Parent copies of any environmental reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental site assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating of or reasonably available to the Company or any of its Subsidiaries and pertaining to: (i) any unresolved claims arising under or related to any Environmental Law; (ii) any Hazardous Materials in, on, beneath or adjacent to any property currently or formerly owned, operated or leased by the Company or any of its current Subsidiaries; or former properties (iii) the Company’s or operationsany of its Subsidiaries’ compliance with applicable Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, and since July 21, 2021, have at all times been, in material compliance with all applicable Laws, regulations, orders, decrees, opinions or agency requirements relating to the regulation or protection of the environment or human health and safety as it relates to the handling, reporting, generation, treatment, storage, disposal of Materials of Environmental Concern (collectively, “Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;”). (b) there is no pending or threatened Action pursuant The Company and its Subsidiaries (i) have received and are in material compliance with all permits, licenses, exemptions and other approvals required of them under applicable Environmental Laws to conduct their respective businesses, (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses, exemptions or approvals, and (iii) have paid all material fees, assessments or expenses due under any such permits, licenses, exemptions or approvals. (c) Except with respect to matters that have been fully and finally settled or resolved, (i) there are no material Legal Proceedings under any Environmental Law Laws pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries;, and, to the Knowledge of the Company, there are no such Legal Proceedings pending against any other Person that would reasonably be expected to adversely affect the Company or any its Subsidiaries, and (ii) the Company and its Subsidiaries have not received written or, to the Knowledge of the Company, verbal notice of any actual or potential material liability of the Company for the investigation, remediation or monitoring (excepting monitoring required under permits or Environmental Law for ongoing, routine business operations) of any Materials of Environmental Concern at any location, or for any violation of Environmental Laws. (cd) since July 21None of the Company or any of its Subsidiaries has entered into any consent decree, 2021 through settlement or other agreement with any Governmental Entity, and none of the date Company or its Subsidiaries is subject to any Order, in either case relating to any Environmental Laws or to Materials of this AgreementEnvironmental Concern. (e) There has been no material release, neither disposal or arrangement for disposal of any Materials of Environmental Concern by the Company, its Subsidiaries or any of their predecessors, including any material release by the Company, its Subsidiaries or any of their predecessors to any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their predecessors, that to the Knowledge of the Company would reasonably be expected to (i) give rise to any material claim or Legal Proceeding, or to any material liability, under any Environmental Law, or (ii) prevent the Company or any of its Subsidiaries from materially complying with applicable Environmental Laws. (f) Neither the Company nor any of its Subsidiaries has received assumed or retained by Contract or operation of Law any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation material liabilities of any applicable other Person under Environmental Law Laws or otherwise may be liable under concerning any applicable Materials of Environmental Law; (d) neither Concern, with the Company nor any exception of its Subsidiaries is a party such customary covenants in leases or subject to any Order loan documents relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; andLaws. (g) None of the Company has made available to Parent prior to the date of transactions contemplated under this Agreement true, correct and complete copies will give rise to any obligations to obtain the consent of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsGovernmental Entity under any Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Each Loan Party shall (i) keep the Company and its Subsidiaries areReal Property free of any Environmental Liens; (ii) comply, and since July 21take all commercially reasonable efforts to cause all tenants and other Persons who may come upon any property owned or operated by it to comply, 2021, have been, in compliance with all Environmental Laws in all material respects and provide to Collateral Agent any documentation of such compliance which Collateral Agent or any Lender may reasonably request; (iii) maintain and comply in all material respects with all Governmental Authorizations required under applicable Environmental Laws; (iv) take all commercially reasonable efforts to prevent any unpermitted Release of Hazardous Materials on, including possessing at, under or migrating from any property owned or operated by any Loan Party; (v) undertake or cause to be undertaken any and all Company Permits applicable Remedial Actions in response to their operations under any Environmental Claim, Release of Hazardous Materials or violation of Environmental Law, to the extent required by Environmental Law or any Governmental Authority and to repair and remedy any impairment to the Real Property consistent with its current use and, upon request of Required Lenders, provide the Agents all Environmental Laws;data, information and reports generated in connection therewith. (b) The Loan Parties shall promptly (but in any event within five (5) Business Days) (i) notify the Agents in writing (A) if it knows, suspects or believes there may be a Release of Hazardous Materials in excess of any reportable quantity or material violation of Environmental Laws in, at, on, under or from any part of the Real Property or any improvements constructed thereon, (B) of any material Environmental Claims asserted against or Environmental Liabilities and Costs of any Loan Party or predecessor in interest or concerning any Real Property, (C) of any material failure to comply with Environmental Law at any Real Property or that is no pending reasonably likely to result in an Environmental Claim asserted against any Loan Party, (D) any Loan Party's discovery of any occurrence or threatened Action condition on any real property adjoining or in the vicinity of any Real Property that could cause such Real Property or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws, and (E) any notice of Environmental Lien filed against any Real Property, and (ii) provide such other documents and information as reasonably requested by Collateral Agent in relation to any matter pursuant to any Environmental Law against the Company or any of its Subsidiaries;this Section 5.9(b). (c) since July 21At any time that an Event of Default relating to an environmental matter has occurred and is continuing, 2021 through Collateral Agent or its representative shall have the date right but not the duty, during normal business hours, upon reasonable prior notice to the Loan Parties, to enter and visit any Real Property for the purposes of this Agreementobserving the Real Property, neither taking and removing soil or groundwater samples and conducting investigations, audits and tests on any part of the Company nor Real Property, at the sole cost and expense of the Loan Parties, provided that Collateral Agent shall not have any duty to visit or observe the Real Property or to conduct investigations, audits or tests. The Loan Parties acknowledge that in no event will any site visit, observation, investigation, audit or testing by Collateral Agent impose any liability on Collateral Agent and in and of its Subsidiaries has received any written noticeitself (i) be a representation that Hazardous Materials are or are not present at, demandin, letteron, under or from the Real Property, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries there has been or is in violation or potentially in violation will be compliance of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance kind with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; , or (eii) to the Knowledge otherwise make any Agent or any Lender an owner or operator of any of the Company, with respect Real Property so as to the Leased Real Property, there have been no Releases on or underneath impact any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable lender liability protections available under Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsLaws.

Environmental. (a) Except as would not have a set forth in Section 3.16 of the Company Material Adverse EffectDisclosure Letter: (ai) since the Lookback Date, the Company and its Subsidiaries are, each Company Subsidiary have been and since July 21, 2021, have been, are in material compliance with all applicable Environmental Laws, including possessing and materially complying with material all Company Permits applicable to required for their operations under all in accordance with Environmental Laws; (bii) there is no pending Proceeding or Proceeding threatened Action pursuant in a writing received by the Company relating to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither Company Subsidiary. Neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice, demand, letter, notice or claim a request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Company Subsidiary has been or is in violation actual or potentially in potential violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither , which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries Company Subsidiary is a party or subject to any Order relating under any Environmental Law; (iii) there have been no releases of Hazardous Materials at, on, under or from any location that have resulted in or are reasonably likely to compliance result in an obligation by the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or otherwise have resulted in or are reasonably likely to result in material liability to the investigation, remediation, removal Company or cleanup of Hazardous Materials, and any Company Subsidiary under any Environmental Law with respect to such releases; and (iv) neither the Company nor any Company Subsidiary has entered into any Contract written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against liabilities or costs in connection with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law;, or relating to the generation, manufacture, use, transportation or disposal of or exposure to Hazardous Materials. (eb) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the The Company has delivered or otherwise made available for inspection to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studiesinvestigations, audits, assessments and (including Phase I or II environmental site assessments), studies or other material environmental information prepared since July 21, 2021 documents in its the possession relating of or reasonably available to the Company or its Subsidiaries and its current any Company Subsidiary pertaining to (i) any unresolved claims arising under or former properties related to any Environmental Law, (ii) the environmental condition of any property currently or operationsformerly owned, operated or leased by the Company or any Company Subsidiary or (iii) the Company’s or any of Company Subsidiary’s compliance with Environmental Laws.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, and since July 21January 1, 2021, 2019 have been, been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits applicable to required for their operations under all applicable Environmental Laws, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (b) there There is no pending or or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (c) since July 21Since January 1, 2021 through the date of this Agreement2019, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved, except as would not reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (d) neither Neither the Company nor any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigationLaw, remediation, removal or cleanup of Hazardous Materials, and neither except as would not reasonably be expected to result in a material liability to the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assumeand its Subsidiaries, undertake or otherwise become subject to any liability of another Person under any Environmental Lawtaken as a whole; (e) There have been no Releases caused by the actions of the Company or its Subsidiaries at, in, on, from, to or underneath any of the Owned Real Property or Leased Real Property or, to the Knowledge of the Company, with respect caused by the actions of any other Person (including predecessors-in-interest) at, in, on, from, to the Leased Real Property, there have been no Releases on or underneath any of such real properties properties, that has caused environmental contamination at such real properties that would is reasonably be expected likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law that would be material to the Company and its Subsidiaries, taken as a whole, or result in material liability with respect to such environmental contamination pursuant to applicable Environmental Law with respect to remediation conducted by other PersonsLaw; (f) Neither the Company nor any of its Subsidiaries is subject to any claim or Action relating to an indemnity it has provided relating to Environmental Laws, or a liability it has expressly assumed or undertaken relating to Environmental Laws, including any corrective, investigatory or remedial obligation of any other Person, pursuant to a written agreement for the sale of any real property, Subsidiary or business, in each case that would reasonably be expected to result in a material liability to the Company and its Subsidiaries, taken as a whole; (g) The Company has provided to Parent complete and correct copies of all Phase I environmental site assessments, Phase II environmental site assessments, and similar investigations relating to actual or potential impacts to environmental media as a result of Releases of Hazardous Materials, relating to the facilities that are currently owned or operated by the Company or its Subsidiaries, in each case in the Company’s possession or reasonable control, prepared since January 1, 2019; and (h) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been identified is required by any Environmental Law, as a result of the transactions set forth herein and contemplated hereby, (i) to perform a site assessment for Hazardous Materials, (ii) to remove or remediate Hazardous Materials or (iii) to give notice to or receive approval from any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior pursuant to the date of this Agreement trueNew Jersey Industrial Site Recovery Act, correct and complete copies of any environmental reportsN.J.S.A 13:1K-6 et seq. or the Connecticut Transfer Act, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsConn. Gen. Stat. §§ 22a-134 – 134e.

Environmental. This Section 3.15 shall constitute the sole representations of Seller with respect to environmental matters. Except as would not have a Company Material Adverse Effectset forth on Schedule 3.15: (a) Except as would not reasonably be expected to result in Losses greater than one million dollar individually ($1,000,000) or two million dollars ($2,000,000) in the aggregate: (i) (A) each Company Entity and its Subsidiaries are, each Project has complied in all material respects during the last five (5) years with and since July 21, 2021, have been, is in material compliance with all applicable Environmental Laws, including possessing all Company Permits applicable issued pursuant to their operations under all Environmental Laws; , and environmental Orders (bincluding Laws requiring a Company Entity to obtain, maintain, and comply with Permits), and (B) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries Entity has received any written notice, notification, demand, lettercitation or inquiry which remains uncured, no penalty has been assessed, and no Action or claim Proceeding is pending or threatened in writing from any Person, including any Governmental Authority, Authority or other Person alleging that the any Company Entity or any of its Subsidiaries has been or Project is in violation or potentially in violation of any applicable Environmental Law Laws, Permits issued pursuant to Environmental Laws or otherwise may be liable under any applicable Environmental Lawenvironmental Orders; (dii) neither the Company nor any of its Subsidiaries Entities possess all material Permits currently required under applicable Environmental Laws to conduct the Business as conducted and operated during the 12-month period immediately prior to the date hereof, and each such Permit is a party or valid and in full force and effect, not subject to any pending challenge or modification, and the applicable Company Entity is in compliance in all material respects with all its obligations with respect thereto and all applications for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Authority; (iii) neither any Company Entity nor any Project is subject to any outstanding Order relating pursuant to any Environmental Law, nor is in receipt of any written notice, pending complaint or claim seeking to impose an Environmental Liability against any Company Entity or, within the last five (5) years, a request for information pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, Section 114 of the Clean Air Act or similar state Environmental Laws from a Governmental Authority, which arises from any Real Property or the operation of any Project, and no event has occurred that requires the revocation, suspension, limitation, adverse modification or termination of any Permit issued pursuant to Environmental Laws; (iv) no Company Entity has arranged for, consented to the disposal of or Released any Hazardous Substances as a result of the operation of any Project in a manner that has given or gives rise to Environmental Liability for any Company Entity or requires investigation or remediation under Environmental Laws; and (v) there has not been at any time any (1) presence of, Release of or off-site shipment of any Hazardous Substances by the Company Entities that has given or could give rise to Environmental Liabilities or obligations under any Environmental Laws or (2) landfill, underground or aboveground storage tanks, underground piping, surface impoundments, disposal areas on, under, at or in any way affecting any Project that has given or could give rise to Environmental Liability or obligation under any Environmental Laws. All activity to close, remove, remediate or dispose of any landfills, underground or aboveground storage tanks, surface impoundments or disposal areas by any Company Entity has been conducted in material compliance with Environmental Law Laws. (b) None of the Company Entities has assumed by contract, agreement (including any administrative order, consent agreement, lease or the investigationsale-leaseback) or operation of law, remediation, removal or cleanup otherwise agreed to (i) indemnify or hold harmless any other Person for any violation of Environmental Laws or Permits issued pursuant to Environmental Laws or any obligation or liability arising thereunder or (ii) assume any liability for any Release of any Hazardous MaterialsSubstance or implement institutional controls (including any deed restrictions) regarding any Hazardous Substance, and neither to the extent that any of the Company nor Entities is subject to any such agreement in subparts (i) or (ii) of this Section 3.15(b), it has no outstanding obligations. (c) None of the Company Subsidiary Entities has entered into any Contract with another Person of which the primary purpose thereof was or commitment to assume, undertake transfer or otherwise become subject sell any emission allowances or credits issued to any liability of another Person the Company Entities. (d) To Seller’s Knowledge, Seller has delivered to Purchaser complete copies and results of all material environmental reports (including Phase I and Phase II environmental site assessments and letter reports), investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that relate to the business of the Company Entities and address any environmental, health and safety matters or liabilities, including those arising under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on Laws or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company use, storage, treatment, transportation, manufacture, handling, production, or its Subsidiaries and its current or former properties or operationsrelease of any Hazardous Substance.

Environmental. Except as would not have a Company Material Adverse Effectset forth in Schedule 3.12: (a) the The Company and its the Subsidiaries are, are and since July 21, 2021, have been, been in compliance in all material respects with all applicable Environmental Laws, including possessing have obtained all Company material Environmental Permits applicable to and are in compliance in all material respects with their operations under requirements, and have resolved all past non-compliance with Environmental Laws;Laws and Environmental Permits charged in writing by any Governmental Entity without any pending, on-going or future obligation, cost or liability. (b) there is There are no material Environmental Claims (as hereinafter defined) pending or, to the knowledge of the Company, threatened, or threatened Action pursuant reasonably likely to any Environmental Law be asserted against the Company or any of its Subsidiaries;. (c) since July 21No Hazardous Substance has been placed, 2021 through the date stored, located, released, transported, disposed of this Agreementor otherwise come to be located on, neither the Company nor under or near any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company Company's or any of its Subsidiaries has been or is in violation or potentially in violation the Subsidiaries' Owned Real Property or, to the knowledge of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor and its Subsidiaries, any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA Property or any similar state property formerly owned or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to operated by the Company or its Subsidiaries except in the ordinary course of business and its current in strict compliance with Environmental Laws. (d) No Environmental Law imposes any obligation upon the Company or former the Subsidiaries arising out of or as a condition to any transaction contemplated by this Agreement, including any requirement to modify or to transfer any permit or license, any requirement to file any notice or other submission with any Governmental Entity, the placement of any notice, acknowledgment or covenant in any land records, or the modification of or provision of notice under any agreement, consent order or consent decree, except such as would not be reasonably likely to have a Material Adverse Effect. (e) No Encumbrance has been placed upon any of the Company's or the Subsidiaries' properties under any Environmental Law. (f) The Company and the Subsidiaries have provided Parent with copies of any environmental assessment or operationsaudit report or other relevant and material studies or analyses in the possession of the Company or the Subsidiaries relating to any real property currently or formerly owned, leased or occupied by the Company or the Subsidiaries. The Company and the Subsidiaries have provided Parent with copies of all material records maintained for required environmental compliance. (g) As used in this Agreement, the following terms have the meanings set forth below:

Environmental. Except as would not have a Company Material Adverse Effectset forth in the Disclosure Letter: (ai) the Company and The Company, its Subsidiaries and their respective operations are, and since July 21, 2021, have been, in material compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (bii) there Neither the Company nor any Subsidiary of the Company: (A) is no pending or threatened Action pursuant subject to any Environmental Law against Laws, or to the knowledge of the Company any pending or proposed future Environmental Laws, or terms of any current, or to the knowledge of the Company any pending or proposed future, environmental authorization, permit or licence which requires or may require any material work, repairs, construction, change in business practices or operations, or expenditures; (B) is subject to any written claim, action, proceeding, investigation, demand, notice or order with respect to a material breach of or material liability under any Environmental Laws applicable to the Company or any Subsidiary of the Company or under any indemnity granted by the Company or any Subsidiary to any other Person; (C) has any liability or responsibility with respect to, or has knowledge of, any Hazardous Substance that has been generated, transported, treated, stored, installed, deposited, disposed of, arranged to be deposited or disposed of, released, discharged or emitted, or threatened to be released discharged or emitted, at, on, from or under any property or facility currently or formerly owned, leased, used or otherwise controlled by the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreementin violation of, neither or in a manner or to a location that could give rise to liability to the Company nor or any of its Subsidiaries has received under or relating to, any written noticeEnvironmental Laws or is present at, demandon, letterin, or claim from under such currently owned, leased, used or controlled property or facility in a condition or at a level or concentration exceeding any Personremediation or decommissioning standard set forth under Environmental Laws, including in any Governmental Authoritycase, alleging that would reasonably be expected to be material; or (D) has any material liability or responsibility with respect to, or has knowledge of, any Hazardous Substance that is migrating toward any Real Property; and (iii) None of the Company or any of its Subsidiaries has been assumed, contractually or is in violation by operation of Laws, any liabilities or potentially in violation obligations of any applicable other Person under or relating to any Environmental Law or otherwise may Laws, in any case that would, reasonably be liable under any applicable Environmental Law;expected to be material. (div) neither None of the products manufactured by the Company nor or any of its Subsidiaries is (or any of their respective predecessors) or manufactured by a third party the assets or subject stock of which were sold to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA (or any similar state or foreign Law at any site; and (gof their respective predecessors) contained asbestos, except as set forth on the Company has made available to Parent prior to Disclosure Letter. The representations and warranties in this paragraph(s) are the date of only representations and warranties in this Agreement true, correct and complete copies of any dealing with Environmental Laws or environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsmatters.

Environmental. Except as set forth on Section 4.18 of the Company Disclosure Letter: (a) the Company is and for the last five (5) years, has been in compliance, in all material respects, with applicable Environmental Laws and possesses all Company Permits required for their operations under applicable Environmental Laws (“Environmental Permits”), except where such non-compliance or the failure to possess any such Environmental Permits would not have a Company Material Adverse Effect: Effect and is, for the last five (a5) the Company and its Subsidiaries areyears, and since July 21, 2021, have has been, in compliance compliance, in all material respects, with all applicable such Environmental LawsPermits, including possessing all except where such non-compliance would not have a Company Permits applicable Material Adverse Effect and there are no Actions pending or, to their operations under all the Knowledge of the Company, threatened that seek the revocation, cancellation, suspension or adverse modification of any such Environmental LawsPermit; (b) there is no Action pending or or, to the Knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither Subsidiaries pursuant to any Environmental Law or relating to Hazardous Materials. Neither the Company nor any of its Subsidiaries has received any written notice, claim, request for information, citation, demand, letter, or claim complaint from any Person, including but not limited to any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither , which violation or liability has not been fully resolved and for which there are no outstanding obligations. Neither the Company nor Company, any of its Subsidiaries Subsidiaries, any Owned Real Property or, to the Knowledge of the Company, any Leased Real Property is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (ec) there has been no Release of, or exposure to, any Hazardous Materials on, at, under or from (i) the Owned Real Property (A) at any time when the Company or any of its Subsidiaries owned such Owned Real Property or (B) to the Knowledge of the Company, with respect prior to the time at which the Company or any of its Subsidiaries owned such Owned Real Property, or (ii) to the Knowledge of the Company, the Leased Real PropertyProperty or (iii) to the Knowledge of the Company, there have been no Releases on any real property formerly owned, leased or underneath operated by the Company or any of such real properties Subsidiary or any other location that has caused environmental contamination at such real properties properties, in each case that would could reasonably be expected to result in an obligation to remediate such environmental contamination or result in liability on the part of the Company or any Subsidiary pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Law. (fd) neither the Company nor any Subsidiary has assumed or provided indemnity against any material liabilities or obligations of its Subsidiaries any other Person under any Environmental Laws; (e) no material capital expenditure by the Company or any Subsidiary is required to achieve or maintain compliance with Environmental Law or any Environmental Permit; (f) no Owned Real Property or, to the Knowledge of the Company, any Leased Real Property or to the Knowledge of the Company, any real property formerly owned, operated, or leased by the Company or any Subsidiary is listed on, or has been identified by any Governmental Authority as a potentially responsible party proposed for listing on, the National Priorities List (or Superfund Enterprise Management System (SEMS)) under CERCLA CERCLA, or any similar state or foreign Law at any sitelist; and (g) the Company has and/or its Subsidiaries have provided or otherwise made available to Parent prior to the date of this Agreement true, correct and complete copies of any material environmental reports, studiesaudits, assessments site assessments, notices of violation, citations, orders, and other material environmental information prepared since July 21similar documents with respect to their operations or the Owned or Leased Real Property or any other real property formerly owned, 2021 in its possession relating to leased, or operated by the Company or its Subsidiaries and its current any Subsidiary, which are in the possession or former properties control of the Company or operationsany Subsidiary.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Except as set forth on Section 3.20(a) of the Company Disclosure Schedule, each of the Selling Parties and its Subsidiaries arethe Acquired Subsidiary Entities and, to the Knowledge of the Company, the Investment Subsidiary Entities is in compliance in all material respects with all terms and conditions of Environmental Permits currently in effect for the Purchased Business as currently conducted, and since July 21each of the Selling Parties and Purchased Business Subsidiaries and, 2021to the Knowledge of the Company, have been, the Investment Subsidiary Entities is and at all times has been in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable Laws with respect to their operations under all Environmental Laws;the Purchased Business. (b) there Section 3.20(b) of the Company Disclosure Schedule contains a list of all material Environmental Permits as of the date of this Agreement that are required under Environmental Laws for the conduct of the Purchased Business as currently conducted, each such Environmental Permit is currently in full force and effect for the Purchased Business, and the Selling Parties have uploaded true, correct and complete copies of each such Environmental Permit to Purchaser’s electronic data room. To the Knowledge of the Company, no pending material facts, circumstances or threatened Action pursuant conditions exist with respect to any Acquired Subsidiary Entity or any Investment Subsidiary Entity that reasonably would be anticipated to result in the rescission or revocation of any such material Environmental Permit prior to the expiration date set forth in, or otherwise applicable under Environmental Law against the Company or any of its Subsidiaries;to, each such Environmental Permit. (c) since July 21No notice, 2021 through citation, inquiry, order or complaint is pending against or, to the date Knowledge of this Agreementthe Company, neither the Company nor threatened against any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company Selling Parties or any of its the Purchased Business Subsidiaries has been or is in violation or potentially in alleging any material violation of or material Liability under any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law;Permit with respect to the Purchased Business. (d) neither With respect to each of the Company nor Acquired Real Properties owned or leased by any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationAcquired Subsidiary Entities and, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to each of the Leased Acquired Real PropertyProperties owned or leased by any of the Investment Subsidiary Entities, there exists no: (i) underground storage tanks or associated equipment, (ii) materials or equipment containing asbestos, polychlorinated biphenyls, or radioactive materials, (iii) groundwater monitoring w▇▇▇▇, drinking water w▇▇▇▇, production water w▇▇▇▇, or injection w▇▇▇▇, or (iv) landfills, surface impoundments or disposal areas. (e) With respect to each of the Acquired Real Properties owned or leased by any of the Acquired Subsidiary Entities and, to the Knowledge of the Company, with respect to each of the Acquired Real Properties owned or leased by of the Investment Subsidiary Entities, no Hazardous Materials are located at, on or under, or have been no Releases on released or underneath any of are migrating to or from, such real properties Acquired Real Properties in such quantities or concentrations that has caused environmental contamination at such real properties that (i) would reasonably be expected anticipated to result in an obligation to remediate such environmental contamination pursuant to a material violation of Environmental Laws, or (ii) exceed the applicable unrestricted residential use standards or soil or soil gas vapor intrusion screening levels under Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Laws. (f) neither None of the Company nor (i) Selling Parties or the Acquired Subsidiary Entities has designed, manufactured, or installed products or other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any of its Subsidiaries has been identified the Acquired Real Properties owned or leased by any Governmental Authority as a potentially responsible party under CERCLA of the Acquired Subsidiary Entities and (ii) to the Knowledge of the Company, the Investment Subsidiary Entities has designed, manufactured, or any similar state installed products or foreign Law other items containing asbestos, asbestos-containing materials or polychlorinated biphenyls at any site; andof the Acquired Real Properties owned or leased by any of the Investment Subsidiary Entities. (g) To the Company has Knowledge of the Company, the Selling Parties have made available to Parent prior Purchaser all material environmental assessments, reports, remediation plans or agreements and other documents that relate to (i) any of the date Acquired Real Properties or any real estate occupied by any of the Purchased Business Subsidiaries or (ii) any Purchased Business Subsidiary’s or any Purchased Business Subsidiary’s predecessors-in-interest’s past or current facilities or operations, which in each case are in the possession of the Selling Parties. Notwithstanding any other provision of this Agreement trueto the contrary (including, correct but not limited to Section 3.24), the representations and complete copies warranties of any environmental reports, studies, assessments the Company in this Section 3.20 are the sole and other material environmental information prepared since July 21, 2021 in its possession exclusive representations and warranties of the Company relating to the Company or its Subsidiaries and its current or former properties or operationsenvironmental matters.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Each of the Company and its Subsidiaries arepossesses all material Environmental Permits necessary to conduct its businesses and operations as being conducted as of the Agreement Date, and since July 21all such Environmental Permits are in full force and effect. None of the Company or its Subsidiaries has been notified in writing by any Governmental Entity prior to the date of this Agreement that any Environmental Permits will be modified, 2021, have been, suspended or revoked. (b) Each of the Company and its Subsidiaries is in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under Laws and the terms and conditions of all Environmental Laws;Permits. None of the Company or its Subsidiaries has received any written communication from any Governmental Entity or other Person that alleges that the Company or any of its Subsidiaries has materially violated or is liable for any material amount under any Environmental Law. (bc) there is There are no pending or, to the Knowledge of the Company, past or threatened Action pursuant to material Environmental Claims (i) against the Company or any of its Subsidiaries or (ii) against any Person whose liability for any Environmental Law Claim the Company or any of its Subsidiaries has retained or assumed, either by Contract or by operation of Law. (d) To the Knowledge of the Company, there have been no Releases of any Hazardous Materials at, from, in, to, on or under any real properties currently or previously owned, leased, or utilized by the Company or any of its Subsidiaries or predecessors that would reasonably be expected to form the bases of any material Environmental Claim against the Company or any of its Subsidiaries;. (ce) since July 21, 2021 through To the date Knowledge of this Agreementthe Company, neither the Company nor any of its Subsidiaries has received or predecessors transported or arranged for the transportation, treatment, storage, handling or disposal of any written noticeHazardous Materials to any off-site location that could reasonably be anticipated to result in a material Environmental Claim against the Company or any of its Subsidiaries. (f) To the Knowledge of the Company, demandthere are no (i) underground storage tanks, letteractive or abandoned, (ii) polychlorinated-biphenyl-containing equipment or (iii) asbestos-containing material, within the leasehold of any site or building utilized by the Company or any of its Subsidiaries. (g) There have been no environmental investigations, studies, tests, audits, reviews or other analyses conducted by or on behalf of, or claim from any Personthat are in the possession of, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has which have not been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date Parent. (h) For purposes of this Agreement trueAgreement, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.following defined terms shall apply:

Environmental. Except as would not have a Company Material Adverse Effect:Parent will, and will cause each of its Subsidiaries to, (a) the Company and Keep any property owned by Parent or its Subsidiaries are, and since July 21, 2021, have been, in compliance free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens other than those with all applicable respect to Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;Liabilities that are the subject of a Permitted Protest, (b) there is no pending Comply with Environmental Laws, except where such noncompliance would not reasonably be expected to result individually or threatened Action pursuant in the aggregate in a material Environmental Liability, and to any Environmental Law against the Company or any provide Agent documentation of its Subsidiaries;such compliance which Agent reasonably requests, (c) since July 21, 2021 through the date Promptly notify Agent of this Agreement, neither the Company nor any release of its Subsidiaries which Parent has received knowledge of a Hazardous Material in any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of reportable quantity as required pursuant to any applicable Environmental Law from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required by a Governmental Authority or applicable Environmental Law to ▇▇▇▇▇ said release or otherwise may be liable under any to come into compliance, in all material respects, with applicable Environmental Law;, and (d) neither the Company nor Promptly, but in any event within five Business Days of its written receipt thereof, provide Agent with written notice of any of the following: (i) notice that an Environmental Lien has been filed against any of the Real Property of Parent or its Subsidiaries, (ii) commencement of any Environmental Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, or (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority to Parent or its Subsidiaries is a party or subject to any Order relating to compliance with arising under Environmental Law that, in the case of either (ii) or the investigation(iii) above, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Parent or any Subsidiary incurring, individually or in the aggregate, material Environmental Law Liabilities or result in liability pursuant to applicable Environmental Law with respect to remediation conducted otherwise materially impairing the value or transferability of any Real Property owned by other Persons; (f) neither the Company nor or operated by Parent or any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior Subsidiaries. The matters disclosed on Schedule 4.11 to the date of Disclosure Letter shall be deemed exceptions to this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsSection 5.9.

Environmental. Except as would not have a Company Material Adverse Effect: (a) the The Company and its Subsidiaries are, each Company Subsidiary are and since July 21, 2021, the Reference Date have been, been in compliance with all applicable Environmental Laws, including possessing and complying with all material Company Permits applicable to required for their operations under all in accordance with Environmental Laws;, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect. (b) there is no pending or threatened Action pursuant to any Environmental Law (i) No Proceeding against the Company or any of its Subsidiaries; Company Subsidiary relating to any Environmental Law is pending or threatened in writing, (cii) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice, demand, letter, notice or claim a written request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Company Subsidiary has been or is in violation or potentially in actual material violation of any applicable Environmental Law or otherwise may be liable have material liability under any applicable Environmental Law; , the subject of which notice or request is unresolved and (diii) neither the Company nor any of its Subsidiaries Company Subsidiary is a party or subject to any material ongoing obligations pursuant to any Order relating or agreement resolving any alleged violation of or liability under any Environmental Law. (c) To the Knowledge of the Company, no Hazardous Materials have been released by the Company or any RemainCo Subsidiary, or by any third party at, on, under or from any real property currently or formerly owned, leased or operated by the Company or any RemainCo Subsidiary in a manner or to compliance a degree that has resulted in or is reasonably likely to result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or the investigation, remediation, removal that otherwise has resulted in or cleanup of Hazardous Materials, and neither is reasonably likely to result in material liability to RemainCo under any Environmental Law. (d) Neither the Company nor any Company Subsidiary has entered into any Contract written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against material liabilities or costs in connection with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company registration, labeling, generation, manufacture, use, transportation or its Subsidiaries and its current disposal of or former properties or operationsexposure to Hazardous Materials.

Environmental. Except as set forth on Section 7P of the Company Disclosure Letter, (i) to the Company’s knowledge, the Company and its Subsidiaries are in compliance with all Environmental Laws; (ii) to the Company’s knowledge, the Company and each of its Subsidiaries maintains and is in compliance with all permits, licenses and other authorizations that are required pursuant to Environmental Laws for the occupation of its facilities and the operation of its business as conducted on the Closing Date (“Environmental Permits”); (iii) none of the Company or its Subsidiaries has received any written notice or claim regarding any actual or alleged violation of Environmental Laws, any liabilities or potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Material into the indoor or outdoor environment, which notice or claim remains outstanding except as would not have result in a Company Material Adverse Effect: ; (aiv) neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies pursuant to any “transaction-triggered” or “responsible property transfer” Environmental Laws; (v) neither the Company nor its Subsidiaries own or operate any underground storage tanks; (vi) the Company and has provided to Buyer copies of all material environmental assessments prepared since September 30, 2003, relating to the Company or any of its Subsidiaries are, and since July 21, 2021, have been, to the extent the forgoing are in compliance with all applicable Environmental Laws, including possessing all the possession of the Company Permits applicable to their operations under all Environmental Laws; or any of its Subsidiaries; (bvii) there is are no actions, suits, proceedings (including arbitration), orders or investigations pending or or, to the Company’s knowledge, threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21Subsidiaries regarding any actual or alleged violation of Environmental Laws, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, liabilities or claim from any Person, including any Governmental Authority, alleging that the Company potential liabilities arising under Environmental Laws or any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of its Subsidiaries has been a Hazardous Material into the indoor or is outdoor environment, other than in violation or potentially each case as would not result in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; a Company Material Adverse Effect and (dviii) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with order, decree or settlement agreement regarding (A) any actual or alleged violation of Environmental Law Laws, (B) any liabilities or the investigation, remediation, removal potential liabilities arising under Environmental Laws or cleanup (C) any liabilities or potential liabilities regarding any actual or alleged Release or threatened Release of a Hazardous Materials, and neither Material under which the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority continuing obligations except as would not result in a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsMaterial Adverse Effect.

Environmental. Except as would not have a set forth in Section 4.17 of the Company Material Adverse EffectDisclosure Letter: (a) the Company and its Subsidiaries areare and, and since July 21January 1, 20212014, have been, been in compliance with all applicable Environmental Laws, including possessing and maintaining compliance with all Material Company Permits applicable to required for their operations under all applicable Environmental Laws, except for any failure to comply with any such applicable Environmental Laws as would not be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole; (b) there is no pending or threatened or, to the Knowledge of the Company, threatened, Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through which if determined adversely would be, individually or in the date of this Agreementaggregate, neither material to the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has received any received, in the past twelve (12) months (or earlier if unresolved), written notice, demand, letter, or claim notice from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in material violation of any applicable Environmental Law or otherwise may be liable has a material liability under any applicable Environmental Law; (d) . Except for the Air Quality Consent Decree, neither the Company nor any of its Subsidiaries is a party or subject to any Order relating pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (ec) to the Knowledge of the Company, with respect to the Leased Real Property, except as would not be material to the Company and its Subsidiaries, taken as a whole, there have has been no Releases Release, spill or discharge of Hazardous Materials on or underneath any of such real properties that has caused environmental contamination at such real properties that would is reasonably be expected likely to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in a liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (gd) the representations and warranties set forth herein are the Company’s sole and exclusive representations with respect to compliance with or Actions under Environmental Laws (including any Material Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsPermits under applicable Environmental Laws).

Environmental. Except as would not have a reasonably be expected, individually or in the aggregate, to result in any material liability for the Company Material Adverse Effector any of its Subsidiaries: (a) the Company and its Subsidiaries are, are and since July 21January 1, 2021, 2009 have been, been in compliance with all applicable Environmental Laws, including including, but not limited to, possessing and complying with all Company Permits applicable to required for their operations or occupation of any real property under all applicable Environmental Laws; (b) there is no pending or threatened Action Proceeding pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither . Neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim notice from any Person, including but not limited to any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither , which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries is a party or subject to any administrative or judicial Order relating or decree pursuant to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (ec) to the Knowledge of the Company, with respect to the Owned Real Property and the Leased Real PropertyProperty and any properties formerly owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases on Releases, spills, or discharges of Hazardous Materials on, in, from or underneath any of such real properties or facilities that (i) has caused environmental contamination at such real properties or facilities that has resulted or would reasonably be expected to result in an obligation of the Company or any of its Subsidiaries to remediate such environmental contamination pursuant to applicable Environmental Law Law, or (ii) has resulted or would result in liability of the Company or any of its Subsidiaries pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any siteLaw; and (gd) the Company has made available furnished to Parent prior to the date of this Agreement true, correct and complete copies of any all material environmental reports, studiesaudits, assessments and reports, and all other material environmental information documents bearing on environmental, health or safety liabilities, in its possession, prepared since July 21January 1, 2021 in its possession 2009, relating to the past or current operations, properties or facilities of the Company or its Subsidiaries and its current or former properties or operationsSubsidiaries.

Environmental. (a) Except as would not have a set forth in Section 3.17 of the Company Material Adverse EffectDisclosure Letter: (ai) the The Company and its Subsidiaries are, each Company Subsidiary have been and since July 21, 2021, have been, are in material compliance with all applicable Environmental Laws, including possessing and materially complying with all material Company Permits applicable to required for their operations under in accordance with Environmental Laws, which includes compliance with all Environmental LawsLaws governing the registration or authorization of the use of Hazardous Materials in products; (bii) there is no pending or threatened Action pursuant to any Environmental Law Proceeding against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither Company Subsidiary relating to any Environmental Law is pending or threatened in writing. Neither the Company nor any of its Subsidiaries Company Subsidiary has received any written notice, demand, letter, notice or claim a written request for information from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries Company Subsidiary has been or is in violation actual or potentially in potential material violation of any applicable Environmental Law or otherwise may be materially liable under any applicable Environmental Law; (d) neither , the subject of which notice or request is unresolved. Neither the Company nor any of its Subsidiaries Company Subsidiary is a party or subject to any Order relating under any Environmental Law; (iii) no Hazardous Materials have been released at, on, under or from any location that have resulted in or are reasonably likely to compliance result in an obligation for the Company or any Company Subsidiary to report, investigate, remediate or otherwise respond to such releases in accordance with Environmental Law or otherwise have resulted in or are reasonably likely to result in material liability to the investigation, remediation, removal Company or cleanup of Hazardous Materials, and any Company Subsidiary under any Environmental Law; (iv) neither the Company nor any Company Subsidiary has entered into any Contract written agreement or incurred any legal obligation that may require it to pay to, reimburse, or indemnify any other Person from or against material liabilities or costs in connection with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) , or relating to the Knowledge registration, labeling, generation, manufacture, use, transportation or disposal of the Company, with respect or exposure to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any siteHazardous Materials; and (gv) no material capital improvements currently are required or planned to be undertaken at any of the Company Leased Real Property for the purpose of achieving or maintaining compliance with Environmental Laws or Company Permits issued pursuant to Environmental Laws. (b) The Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any all material environmental reports, studies, assessments and other material or audits reasonably in the possession of the Company which pertain to the environmental information prepared since July 21condition of any property currently or formerly owned, 2021 in its possession relating to leased, or operated by the Company or its Subsidiaries and its current any Company Subsidiary, or former properties to the Company’s or operationsany Company Subsidiary’s compliance with Environmental Law.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Neither the Company nor any of its subsidiaries has received written notice of, or, to the knowledge of the Company, is subject to, any pending or threatened action, cause of action, claim, or investigation alleging material liability under or material non-compliance with any Applicable Laws relating to pollution or the protection of human health or the environment (“Environmental Laws”). The Company and each of its Subsidiaries subsidiaries are, and since July 21, 2021, have always been, in material compliance with all applicable Environmental Laws, including possessing . The Company and each of its subsidiaries holds and is in material compliance with all Company Permits applicable permits and authorizations required to their operations be held by it under all Environmental Laws;. (b) To the knowledge of the Company, there is has been no pending material spill, discharge, leak, emission, injection, disposal, escape, dumping, or threatened Action pursuant to release of any kind (collectively, “Release”) of any pollutants, contaminants, hazardous substances, hazardous chemicals, toxic substances, hazardous wastes, infectious wastes, radioactive materials, materials, petroleum (including crude oil or any fraction thereof) or solid wastes, including those defined in any Environmental Law (“Hazardous Materials”), on, beneath, above, or into any of the Owned Real Property, the Leased Real Property, or any real property formerly owned or leased by the Company or any of its subsidiaries, except for any Releases permitted by law. (c) There is no Environmental Claim pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor subsidiaries or against any of its Subsidiaries has received any written notice, demand, letter, person or claim from any Person, including any Governmental Authority, alleging that entity whose liability for such Environmental Claim the Company or any of its Subsidiaries subsidiaries has been retained or is in violation assumed either contractually or potentially in violation by operation of law. “Environmental Claim” means any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating notice to the Company or any of its Subsidiaries and subsidiaries by a person or entity alleging potential liability (including potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on, or resulting from (i) the presence, or release into the environment, of any material or form of energy at any location, whether or not owned by the Company or any of its current subsidiaries; or former properties (ii) circumstances forming the basis of any violation, or operationsalleged violation, of any Environmental Law.

Environmental. Except as would not have a Company Material Adverse Effect:Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) Keep any property either owned or operated by any Loan Party or its Restricted Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Company and its Subsidiaries areobligations or liability evidenced by such Environmental Liens, and since July 21, 2021, except to the extent that any failure to do so could not reasonably be expected to have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws;a Material Adverse Effect, (b) there is no pending Comply with Environmental Laws and Environmental Permits held by any Loan Party or threatened Action pursuant its Restricted Subsidiaries, except to the extent that any Environmental Law against the Company or any of its Subsidiaries;failure to do so could not reasonably be expected to have a Material Adverse Effect and provide to Agent documentation confirming such compliance which Agent reasonably requests in writing, (c) since July 21, 2021 through the date Promptly notify Agent following discovery by any Loan Party or its Restricted Subsidiaries of this Agreement, neither the Company nor any material Release of a Hazardous Material in any reportable quantity from or onto property owned or operated by any Loan Party or its Subsidiaries has received any written notice, demand, letterRestricted Subsidiaries, or claim from or onto any Person, including any Governmental Authority, alleging other property that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would could reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to a material Environmental Action against or a material Environmental Liability of any Loan Party, and take any Remedial Actions required by applicable Environmental Law to ▇▇▇▇▇ said Release or result otherwise to come into compliance, in liability pursuant to all material respects, with applicable Environmental Law Law, and (d) Promptly, but in any event within ten (10) Business Days of its receipt thereof, provide Agent with written notice of any of the following: (i) notice that a material Environmental Lien has been filed against any of the real or personal property of a Loan Party or its Restricted Subsidiaries, (ii) notice of a commencement of any material Environmental Action or written notice that a material Environmental Action will be filed against a Loan Party or its Restricted Subsidiaries, (iii) written notice of a violation, citation, or other Environmental Action, other than any with respect to remediation conducted by a violation, citation or other Persons; Environmental Action that could not reasonably be expected to have a Material Adverse Effect and (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (giv) the Company has made available to Parent prior to the date of this Agreement truerevocation, correct and complete copies suspension, or material adverse modification of any environmental reportsEnvironmental Permit, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating than any such action that could not reasonably be expected to the Company or its Subsidiaries and its current or former properties or operationshave a Material Adverse Effect.

Environmental. Except as would not have A. Neither Borrower is a Company Material Adverse Effect: party to any litigation or administrative proceeding, nor to the best of the knowledge of each Borrower, is any litigation or administrative proceeding threatened against it, which in either case asserts or alleges that (a) either Borrower violated any federal, state or local laws, ordinances, statute, rules or regulations governing the Company use, storage, transportation, or disposal of Hazardous Materials ("Environmental Laws"); (b) either Borrower is required to clean up, remove, or take remedial or other action due to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials; or (c) either Borrower is required to pay all or a portion of the cost of any past, present, or future clean up, removal or remedial or other response action which arises out of or is related to the disposal, depositing, discharge, leaking or other release of any Hazardous Materials on any of its properties or with respect to any of its assets. B. To the best knowledge of each Borrower, there are no conditions existing which would subject either Borrower to damages, penalties, injunctive relief or clean up costs under any Environmental Laws or which require or are likely to require clean up, removal, remedial action or other response action pursuant to Environmental Laws by it. C. Neither Borrower is subject to any judgment, decree, order or citation related to or arising under the Environmental Laws and its Subsidiaries are, and since July 21, 2021, have been, in compliance with all applicable either Borrower has not received any notice ("Environmental Complaint") of any violations of Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge best of the Company, with respect to the Leased Real Propertyeach Borrowers' knowledge, there have been no Releases on actions commenced or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified threatened against it by any Governmental Authority as a potentially responsible party under CERCLA or for noncompliance with any similar state or foreign Law at any site; andEnvironmental Laws. (g) the Company D. Each Borrower has made available to Parent prior to the date of this Agreement trueall permits, correct and complete copies of any environmental reportslicenses, studies, assessments approvals and other material environmental information prepared since July 21, 2021 in its possession relating to authorizations required under the Company or its Subsidiaries and its current or former properties or operationsEnvironmental Laws.

Environmental. Except as would not have a Company Material Adverse Effectset forth in the Environmental Schedule: (a) the The Company and its Subsidiaries are, and since July 21, 2021, have been, are in material compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is The Company and its Subsidiaries have obtained and are in compliance in all material respects with all necessary Permits that are required under Environmental Laws to operate the Real Property and business of the Company and its Subsidiaries as operated on the Closing Date; (c) There has been no Release of Hazardous Substances at any of the Real Property owned or operated by the Company or any of its Subsidiaries or, to the Company’s Knowledge, by a predecessor in interest, or to the Company’s Knowledge, at any disposal or treatment facility which received Hazardous Substances generated by the Company or its Subsidiaries or any predecessor in interest, which, in each case, would reasonably be expected to result in material Environmental Liabilities; (d) No Environmental Claims are pending against the Company or any of its Subsidiaries or, to the Company’s Knowledge, against any predecessor in interest, nor to the Company's Knowledge, has any notice of any threatened Action pursuant to or pending Environmental Claim against the Company, any Environmental Law against of its Subsidiaries or any of their respective predecessors in interest been received by the Company or any of its Subsidiaries; (ce) since July 21To the Company’s Knowledge, 2021 through the date of this Agreement, neither the Company nor no Environmental Claims are pending against any of its Subsidiaries has facilities that received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that Hazardous Substances generated by the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigationor, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Company’s Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath facilities that received Hazardous Substances generated by any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result predecessor in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;interest; and (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the The Company has made available to Parent prior to the date of this Agreement true, correct Buyer true and complete copies of any all environmental reports, studies, assessments and other investigations or material environmental information prepared since July 21, 2021 in its possession correspondence regarding any material Environmental Liabilities relating to the Company or its Subsidiaries or Recognized Environmental Conditions, as that term is defined by ASTM E 1527 97, at any of the Real 10386168.17 Property, to the extent the foregoing are in the possession, custody or reasonable control of the Company or its Subsidiaries. (g) To the Company’s Knowledge, it is in compliance with all federal and its current or former properties or operationsstate safety Laws, including but not limited to OSHA, and has had no exceedances of OSHA’s permissible exposure limits for TCE. (h) The representations and warranties contained in this Section 4.16 constitute the sole and exclusive representations and warranties of the Company in connection with any environmental matters.

Environmental. Except as would not have a Company Material Adverse Effect: (a) The Company and the Company and its Subsidiaries are, and since July 21, 2021, have been, and are currently, in compliance in all material respects with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither . Neither the Company nor any Company Subsidiary has entered into received notice alleging that the Company or any Contract Company Subsidiary is not in such compliance with another Person Environmental Laws. To the Company’s Knowledge, each of the Company and each Company Subsidiary has secured, and is in compliance with, all Environmental Permits required in connection with its operations and the Leased Real Property. Each Environmental Permit, together with the name of the Governmental Entity issuing such Environmental Permit, is set forth in the Company Disclosure Schedule. All such Environmental Permits are valid and in full force and effect and none of such Environmental Permits will be terminated or impaired or become terminable as a result of the Merger. (b) There are no past, pending or, to the Company’s Knowledge, threatened Environmental Actions against or affecting the Company or any Company Subsidiary, and the Company is not aware of any facts or circumstances which could be expected to form the primary purpose thereof was basis for any Environmental Action against the Company or any Company Subsidiary. (c) To the Company’s Knowledge, there has been no treatment, storage, disposal or Release of any Hazardous Substance at, from, into, on or under any Leased Real Property or any other property currently or formerly owned, operated or leased by the Company or any Company Subsidiary. No Hazardous Substances are present in, on, about or migrating to assumeor from any Leased Real Property that could be expected to give rise to an Environmental Action against the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has transported or arranged for the treatment, undertake storage, handling, disposal, or otherwise become subject transportation of any Hazardous Material to any liability of another Person off-site location which is an Environmental Clean-up Site. (d) Neither the Company nor any Company Subsidiary has received a CERCLA 104(e) information request nor has the Company or any Company Subsidiary been named a potentially responsible party for any National Priorities List site under CERCLA or any Environmental Law;site under analogous state law. Neither the Company nor any Company Subsidiary has received an analogous notice or request from any non-U.S. Governmental Entity. (e) to the Knowledge of To the Company’s Knowledge, with respect to there are no aboveground tanks or underground storage tanks on, under or about the Leased Real Property. Any aboveground or underground tanks previously situated on the Real Property or any other property currently or formerly owned, there operated or leased by the Company or any Company Subsidiary have been removed in accordance with all Environmental Laws and no Releases on or underneath any of such real properties that has caused environmental contamination residual contamination, if any, remains at such real properties that would reasonably be expected to result sites in an obligation to remediate such environmental contamination pursuant to excess of applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;standards. (f) neither To the Company nor any Company’s Knowledge, none of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; andthe Leased Real Property is an Environmental Clean-up Site. (g) the The Company has made available provided to Parent prior to the date of this Agreement true, correct true and complete copies of, or access to, all written environmental assessment materials and reports that have been prepared by or on behalf of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsany Company Subsidiary.

Environmental. This Section 3.15 shall constitute the sole representations of Seller with respect to environmental matters. Except as would not have a Company Material Adverse Effectset forth on Schedule 3.15: (a) Except as would not reasonably be expected to result in Losses greater than one million dollar individually ($1,000,000) or two million dollars ($2,000,000) in the aggregate: (i) (A) each Company Entity and its Subsidiaries are, each Project has complied in all material respects during the last five (5) years with and since July 21, 2021, have been, is in material compliance with all applicable Environmental Laws, including possessing all Company Permits applicable issued pursuant to their operations under all Environmental Laws; , and environmental Orders (bincluding Laws requiring a Company Entity to obtain, maintain, and comply with Permits), and (B) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21, 2021 through the date of this Agreement, neither the Company nor any of its Subsidiaries Entity has received any written notice, notification, demand, lettercitation or inquiry which remains uncured, no penalty has been assessed, and no Action or claim Proceeding is pending or threatened in writing from any Person, including any Governmental Authority, Authority or other Person alleging that the any Company Entity or any of its Subsidiaries has been or Project is in violation or potentially in violation of any applicable Environmental Law Laws, Permits issued pursuant to Environmental Laws or otherwise may be liable under any applicable Environmental Lawenvironmental Orders; (dii) neither the Company nor any of its Subsidiaries Entities possess all material Permits currently required under applicable Environmental Laws to conduct the Business as conducted and operated during the 12-month period immediately prior to the date hereof, and each such Permit is a party or valid and in full force and effect, not subject to any pending challenge or modification, and the applicable Company Entity is in compliance in all material respects with all its obligations with respect thereto and all applications for the renewal of such Permits have been duly filed on a timely basis with the appropriate Governmental Authority; (iii) neither any Company Entity nor any Project is subject to any outstanding Order relating pursuant to any Environmental Law, nor is in receipt of any written notice, pending complaint or claim seeking to impose an Environmental Liability against any Company Entity or, within the last five (5) years, a request for information pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act, Section 114 of the Clean Air Act or similar state Environmental Laws from a Governmental Authority, which arises from any Real Property or the operation of any Project, and no event has occurred that requires the revocation, suspension, limitation, adverse modification or termination of any Permit issued pursuant to Environmental Laws; (iv) no Company Entity has arranged for, consented to the disposal of or Released any Hazardous Substances as a result of the operation of any Project in a manner that has given or gives rise to Environmental Liability for any Company Entity or requires investigation or remediation under Environmental Laws; and (v) there has not been at any time any (1) presence of, Release of or off-site shipment of any Hazardous Substances by the Company Entities that has given or could give rise to Environmental Liabilities or obligations under any Environmental Laws or (2) landfill, underground or aboveground storage tanks, underground piping, surface impoundments, disposal areas on, under, at or in any way affecting any Project that has given or could give rise to Environmental Liability or obligation under any Environmental Laws. All activity to close, remove, remediate or dispose of any landfills, underground or aboveground storage tanks, surface impoundments or disposal areas by any Company Entity has been conducted in material compliance with Environmental Law Laws. (b) None of the Company Entities has assumed by contract, agreement (including any administrative order, consent agreement, lease or the investigationsale-leaseback) or operation of law, remediation, removal or cleanup otherwise agreed to (i) indemnify or hold harmless any other Person for any violation of Environmental Laws or Permits issued pursuant to Environmental Laws or any obligation or liability arising thereunder or (ii) assume any liability for any Release of any Hazardous MaterialsSubstance or implement institutional controls (including any deed restrictions) regarding any Hazardous Substance, and neither to the extent that any of the Company nor Entities is subject to any such agreement in subparts (i) or (ii) of this Section 3.15(b), it has no outstanding obligations. (c) None of the Company Subsidiary Entities has entered into any Contract with another Person of which the primary purpose thereof was or commitment to assume, undertake transfer or otherwise become subject sell any emission allowances or credits issued to any liability of another Person the Company Entities. (d) To Seller’s Knowledge, Seller has delivered to Purchaser complete copies and results of all material environmental reports (including Phase I and Phase II environmental site assessments and letter reports), investigations, disclosures, studies, sampling results, analyses, assessments, tests, plans, and audits that relate to the business of the Company Entities and address any environmental, health and safety matters or liabilities, including those arising under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on Laws or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company use, storage, treatment, transportation, manufacture, handling, production, or its Subsidiaries and its current or former properties or operationsrelease of any Hazardous Substance.

Environmental. Except as would not have a Company Material Adverse Effect: (a) Keep any property owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party free of any Environmental Liens or post bonds or other financial assurances (or create reserves in accordance with GAAP) sufficient to satisfy the Company obligations or liability evidenced by such Environmental Liens and its Subsidiaries areprovide to Agents documentation of such bonds and financial assurances which any Agent reasonably requests, (b) comply, and since July 21maintain any property owned, 2021leased, have beenor operated by any Borrower Party or any Subsidiary of a Borrower Party in compliance, in compliance all material respects, with all applicable Environmental LawsLaws and Environmental Permits and provide to Agents documentation of such compliance which any Agent reasonably requests, including possessing all Company Permits applicable to their operations under all Environmental Laws; (b) there is no pending or threatened Action pursuant to any Environmental Law against the Company or any of its Subsidiaries; (c) since July 21promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits with respect to any material violation of Environmental Laws or Environmental Permits or any activity involving the material use, 2021 through presence, production, storage, handling, treatment, release, recycling, disposal or transportation of any Hazardous Material, (d) promptly implement any Remedial Actions or other actions required to come into compliance with applicable Environmental Laws and Environmental Permits as necessary and appropriate to maintain the date value and marketability of this Agreementany property or asset owned, neither the Company nor leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party, (e) promptly, but in any event within 15 Business Days of occurrence or receipt thereof, provide Agents with written notice of any of its Subsidiaries the following and thereafter provide to Agents such documentation related thereto as any Agent may reasonably request: (i) notice that an Environmental Lien (other than an Environmental Lien resulting in the need for no more than De Minimis Remedial Action) has received been filed against or attached to any written noticeof the real or personal property of any Borrower Party, demand, letter, (ii) commencement or claim from receipt of any Person, including Environmental Action or notice that an Environmental Action will be commenced against any Governmental Authority, alleging that the Company Borrower Party or any Subsidiary of its Subsidiaries has been a Borrower Party that reasonably could be expected to result in Environmental Liabilities and Costs in excess of $200,000 for any individual Environmental Action or is $1,000,000 in violation the aggregate for any group of related Environmental Actions or potentially $3,000,000 in the aggregate for all Environmental Actions, (iii) violation of any applicable Environmental Law or otherwise may be liable under Environmental Permit or release of any applicable Environmental Law; (d) neither the Company nor Hazardous Materials by any Borrower Party or any Subsidiary of its Subsidiaries is a party Borrower Party or subject to at or from any Order relating to compliance with Environmental Law property owned, leased or the investigation, remediation, removal operated by any Borrower Party or cleanup any Subsidiary of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties a Borrower Party that has caused environmental contamination at such real properties that would reasonably could be expected to result in an obligation Environmental Liabilities and Costs in excess of $200,000 for any such individual violation or release or $1,000,000 in the aggregate for any group of related violations or releases or $3,000,000 in the aggregate for all violations or releases, and (iv) any actual or threatened cancellation or termination of, or failure to remediate such environmental contamination pursuant to renew, any Environmental Permits materially necessary for the operation of the business of any Borrower Party or any Subsidiary of a Borrower Party or financial assurances required by any Borrower Party or any Subsidiary of a Borrower Party under applicable Environmental Laws, and (f) as reasonably requested by any Agent either once per year per property, or, if any Agent has a reasonable basis for concluding that a material violation of Environmental Law or result in liability pursuant a material release of Hazardous Materials has occurred or if a Default or Event of Default has occurred, as often as directed by any Agent to verify compliance with Environmental Laws and the requirements hereunder related to environmental matters, at the sole cost of Borrowers, cause the performance of environmental audits, including subsurface sampling of soil and groundwater and the preparation of environmental reports by environmental consulting firms reasonably acceptable to Agents, and, so long as no Default or Event of Default has occurred and is continuing, provide Agents and their representatives with access to any records and properties owned, leased, or operated by any Borrower Party or any Subsidiary of a Borrower Party for the purpose of conducting such environmental audits at the sole cost of Borrowers; provided, that no Agent shall have any obligation whatsoever to conduct any such verification and that Agents shall comply with Applicable Law and the applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor safety and security procedures of any Borrower Party or any Subsidiary of its Subsidiaries a Borrower Party where such Agent has been identified by provided notice and a copy of such procedures and such Agent shall use reasonable efforts to limit any Governmental Authority as a potentially responsible party under CERCLA interference with the business and operations of any Borrower Party or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date Subsidiary of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operationsa Borrower Party.

Environmental. Except as would not have a Company Material Adverse Effect: (a) The Company and the Company and its Subsidiaries are, and since July 21, 2021, have been, are in compliance with all applicable Environmental LawsLaws (as defined below) (which compliance includes, including possessing but is not limited to, the possession by the Company and the Company Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws (collectively, "Company Permits applicable Environmental Permits"), and compliance with the terms and conditions thereof), except for any noncompliance that individually or in the aggregate could not reasonably be expected to their operations under all Environmental Laws;have a Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary has received any communication (written or oral), whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company is not in such compliance, and there are no past or present actions, activities, circumstances, conditions, events or incidents that may prevent or interfere with such compliance in the future. (b) there There is no Company Environmental Claim (as defined below) pending or or, to the knowledge of the Company, threatened Action pursuant to any Environmental Law against the Company or any Company Subsidiary, or to the knowledge of its Subsidiaries;the Company, against any person or entity whose liability for any Company Environmental Claim the Company or any Company Subsidiary has retained or assumed either contractually or by operation of law, which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company. (c) since July 21There are no past or present actions, 2021 through activities, circumstances, conditions, events or incidents (including, without limitation, the date release, omission, discharge, presence or disposal of this Agreementany Hazardous Material) (as defined below) which could form the basis of any Company Environmental Claim against the Company or any Company Subsidiary, neither or, to the knowledge of the Company, against any person or entity whose liability for any Company Environmental Claim the Company or any Company Subsidiary has or may have retained or assumed either contractually or by operation of law, which individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company. (d) Neither the Company nor any Company Subsidiary has, and to the knowledge of its Subsidiaries Company, no other person has received Released (as defined below), placed, stored, buried or dumped Hazardous Materials on, beneath or adjacent to any written noticeproperty owned, demandoperated or leased or formerly owned, letter, operated or claim from any Person, including any Governmental Authority, alleging that leased by the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, Subsidiary and neither the Company nor any Company Subsidiary has entered into received notice that it is a potentially responsible party for the Cleanup (as defined below) of any Contract with another Person of property, whether or not owned or operated by the Company or any Company Subsidiary, which individually or in the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that aggregate would reasonably be expected to result in an obligation have a Material Adverse Effect on the Company. (e) The Company and the Company Subsidiaries have delivered or otherwise made available for inspection to remediate such environmental contamination pursuant Parent true, complete and correct copies and results of any reports, studies, analyses, tests or monitoring possessed or initiated by the Company or any Company Subsidiary pertaining to Hazardous Materials on, beneath or adjacent to the property owned or leased by the Company or any Company Subsidiary or regarding the Company's and the Company Subsidiaries' compliance with applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons;Laws. (f) neither No transfers of Company Environmental Permits and no additional Company Environmental Permits will be required to permit the Company nor any of and the Company Subsidiaries or the Surviving Corporation and its subsidiaries, as the case may be, to be in full compliance all applicable Environmental Laws for the period immediately following the transactions contemplated hereby, as conducted by the Company and the Company Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; andimmediately prior to the date hereof. (g) The following terms as used in this Section 3.15 shall have the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.following meanings:

Environmental. Except as would not have a Company Material Adverse Effect:set forth in Section 2.17 of the Seller Disclosure Letter, (a) The Companies and Subsidiaries are currently and, to the knowledge of Sellers, except for past resolved non-compliance, have been operated in compliance, in all material respects, with all Environmental Laws, which compliance includes, without limitation, obtaining and complying in all material respects with all permits, licenses, authorizations and approvals (“Environmental Authorizations”) necessary to conduct the ▇▇▇▇▇▇ ▇▇▇▇ Business. There has been no unresolved past non-compliance with Environmental Law at any Property which would reasonably expected to result in any Company or Subsidiary incurring any material liability under Environmental Law. To the knowledge of Sellers, there is no reason to believe, based on current operations, that the Environmental Authorizations for the operation of the ▇▇▇▇▇▇ ▇▇▇▇ Business will not be granted or extended in the ordinary course. (b) There is no outstanding written, or, to the knowledge of Sellers, verbal, notice of violation, order, demand, citation, directive, summons, complaint fine, penalty or liability, arising under any Environmental Law against any of the Companies or Subsidiaries. No Company or Subsidiary is a party to any pending, or the knowledge of Sellers, threatened claim or proceeding (including but not limited to any third-party claim, contribution action, administrative proceeding or information request) relating to any Environmental Law or alleging that such Company, Subsidiary or the ▇▇▇▇▇▇ ▇▇▇▇ 28 Business or the Property is in violation of, or has potential liability under, any Environmental Law. (c) None of the Companies or Subsidiaries are subject to any material (individually or in the aggregate) outstanding written orders or material Contracts with any governmental entity or other person respecting (A) Environmental Laws, (B) Remedial Action or (C) any Release or threatened Release of a Hazardous Materials. (d) None of the Companies or Subsidiaries have received any written communication alleging, with respect to any such party, the violation of or liability under any Environmental Law and its the Companies and Subsidiaries arehave not entered into or been subject to any consent decree, compliance order or other administrative order with respect to any Environmental Laws that has not previously been resolved. (e) There are no underground storage tanks currently owned or operated or to the knowledge of Sellers, otherwise located, on any Property. All above ground tanks at any Property are in material compliance with Environmental Laws. There is no friable asbestos, friable asbestos containing material or PCBs located on, in or upon any Property except as may be in compliance with applicable Environmental Laws. (f) To the knowledge of Sellers, no Company or Subsidiary, and since July 21no other person or entity for whose conduct a Company or Subsidiary is or may be held responsible, 2021has generated, have beenmanufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Materials, or any solid wastes at any property, except in compliance, in compliance all material respects, with all applicable Environmental Laws. To the knowledge of Sellers, including possessing all Company Permits applicable no Property is listed on the National Priorities List or any other list, schedule, log, inventory or record, maintained by any governmental agency with respect to their sites from which there has been a Release or threatened Release of Hazardous Materials or any contamination. No part of the Property is now being used nor, to the knowledge of Sellers, was ever used, as a landfill, dump, or other disposal, storage, transfer or handling site (except for such storage, transfer of handling in the ordinary and normal course of operations under all and then only in compliance with Environmental Laws; (b) there is for Hazardous Materials or for the dispensing of gasoline or other petroleum fuels. Sellers have no pending knowledge of the Release or threatened Action pursuant to Release of any Environmental Law against Hazardous Materials at or in the Company or vicinity of any of its Subsidiaries; (c) since July 21, 2021 through the date Property. For purposes of this Agreement, neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company or any of its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither the Company nor any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries and its current or former properties or operations.:

Environmental. Except as would not have a The Company Material Adverse Effect: (a) the Company and its Subsidiaries areshall comply, and since July 21cause each other Company Party to comply in all material respects, 2021, have been, in compliance with all applicable Environmental Laws, including possessing all Company Permits applicable to their operations under the requirements of all Environmental Laws; (b) there is no pending Laws and provide to the Agent all documentation in connection with such compliance that the Agent may reasonably request; and not cause or threatened Action pursuant to permit the Collateral or any Environmental Law against property or facility owned, operated or occupied by the Company or any other Company Party to be used for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of its Subsidiaries; (c) since July 21any Hazardous Materials except in compliance with applicable Legal Requirements, 2021 through and except where instances of non-compliance with the date requirements of this Agreement, neither all Environmental Laws or the Company nor any use of its Subsidiaries has received any written notice, demand, letter, or claim from any Person, including any Governmental Authority, alleging that the Company Collateral or any of its Subsidiaries has been property or is in violation facility owned, operated or potentially in violation occupied by a Company Party for any activities involving, directly or indirectly, the use, generation, treatment, storage, release or disposal of any applicable Environmental Law or otherwise may be liable under any applicable Environmental Law; (d) neither the Company nor any of its Subsidiaries is a party or subject to any Order relating to compliance with Environmental Law or the investigation, remediation, removal or cleanup of Hazardous Materials, individually or in the aggregate, would not result in and neither the Company nor any Company Subsidiary has entered into any Contract with another Person of which the primary purpose thereof was to assume, undertake or otherwise become subject to any liability of another Person under any Environmental Law; (e) to the Knowledge of the Company, with respect to the Leased Real Property, there have been no Releases on or underneath any of such real properties that has caused environmental contamination at such real properties that would could not reasonably be expected to result in an obligation to remediate such environmental contamination pursuant to applicable Environmental Law or result in liability pursuant to applicable Environmental Law with respect to remediation conducted by other Persons; (f) neither a Material Adverse Effect. On behalf of the Company nor and each other Company Party, the Company hereby agrees to defend, indemnify, and hold harmless the Agent and the Purchasers, their employees, agents, officers, and directors, from and against any Losses and Environmental Liabilities and Costs arising out of (i) any Release, or threatened Release on any property presently or formerly owned or occupied by any of its Subsidiaries has been identified by any Governmental Authority as a potentially responsible party under CERCLA or any similar state or foreign Law at any site; and (g) the Company has made available to Parent prior to the date of this Agreement true, correct and complete copies of any environmental reports, studies, assessments and other material environmental information prepared since July 21, 2021 in its possession relating to the Company or its Subsidiaries any other Company Party (or their predecessors in interest or title) or at any disposal facility which received Hazardous Materials generated by the Company or any other Company Party; (ii) any violation of Environmental Laws, (iii) any Environmental Actions, (iv) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to exposure to Hazardous Materials used, handled, generated, transported or deposited by the Company or any other Company Party (or any predecessor in interest or title); and/or (v) the breach of any representation or warranty made by the Company in Section 5.14 hereof or the breach of any covenant made by any of the Company or any other Company Party in this Section 7.12. This indemnity shall survive the payment of the Obligations and its current discharge or former properties or operationsrelease of any Lien granted under any Note Document.