Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of occupational health or workplace safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any such notice, and (ii) there are no costs or liabilities to be incurred pursuant to Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, Laws relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or circumstances regarding their compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries expects to incur material capital expenditures in order to comply with Environmental Laws.

Certain Environmental Matters. (a) Except as set forth in Section 4.20(aor contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received any written notice from any Governmental Authority of any outstanding violation actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in Section 4.20(a) or contemplated in the Disclosure Package and the USCA Final Prospectuses (exclusive of any supplement thereto), neither Parent nor any of the Purchaser Disclosure Schedulesubsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental LawsCompensation, and all such permitsLiability Act of 1980, licenses and other governmental authorizationsas amended, if anyor under any similar Canadian legislation. In the ordinary course of its business, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to Parent periodically reviews the effect under -------- ------- any of Environmental Laws or upon any such permitson the business, licenses or authorizations operations and properties of Parent and its subsidiaries, in the transfer course of the Stock and/or transactions contemplated by this Agreement. which it identifies and evaluates associated costs and liabilities (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the Release, threatened Release, emissions, discharge, presence or disposal recognition of any Hazardous Materials, that would or would reasonably be expected and proper response to form incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of any Environmental Claims having a Material Adverse Effect. Except such review, except as set forth in Section 4.20(c) of or contemplated in the Purchaser Disclosure SchedulePackage or USCA Final Prospectuses has concluded that such associated costs and liabilities would not, to singly or in the knowledge of Purchaseraggregate, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions have a material adverse effect on the condition (financial or omissions thereofotherwise), activitiesprospects, circumstancesearnings, conditionsbusiness or properties of Parent and its subsidiaries, events taken as a whole, whether or incidents by or involving Purchaser prior to not arising from transactions in the Closing Date that would reasonably be expected to have a Material Adverse Effectordinary course of business.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(a) compliance with all, and have not violated any, applicable U.S. federal, state, local, Israeli and other non-U.S. laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the Purchaser Disclosure Scheduleenvironment, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws. Except as set forth ”); (y) have received and are in Section 4.20(a) of the Purchaser Disclosure Schedulecompliance with all, and, to the knowledge of Purchaserthe Company, Purchaser has all material have not violated any, permits, licenses and licenses, certificates or other governmental authorizations, if any, authorizations or approvals required of Purchaser them under applicable any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability under or relating to, or any actual or potential violation of, any Environmental Laws, and all such permitsincluding for the investigation or remediation of any release of hazardous or toxic substances or wastes, licenses and other governmental authorizations, if any, are in good standing and in full force and effectpollutants or contaminants, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the have no knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty any event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning release of hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable U.S. federal, state or local or non-U.S. laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or, to the knowledge of the Company, that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries is required to account for any material capital expenditures relating to any Environmental Laws on its financial statements.

Certain Environmental Matters. (ai) Except as set forth The Company, the Guarantor and their respective subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable national, federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice, (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company, the Guarantor and their subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleTime of Sale Information and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the knowledge Company, the Guarantor or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to their subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company, the Guarantor and their respective subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectEffect on the capital expenditures, earnings or competitive position of the Company, the Guarantor and their subsidiaries, and (z) none of the Company, the Guarantor nor any of their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(a) compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of the Purchaser Disclosure Scheduleenvironment, Purchaser has natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any applicable Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Lawspollutants or contaminants, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a(ii) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past costs or present actions, activities, circumstances, conditions, events liabilities associated with Environmental Laws of or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) (x) there is no proceeding that is pending against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries currently contemplates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety (as set forth it relates to exposure to hazardous or toxic substances or waste or pollutants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in Section 4.20(acompliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) of the Purchaser Disclosure Schedule, Purchaser has have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Pricing Disclosure SchedulePackage and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the knowledge Company or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectEffect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment or natural resources or the generation, storage, handling or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of U.S.$250,000 (or the equivalent in any other currency) or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Issuers, the Guarantors and the significant subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to Holdings or its subsidiaries, except in the basis case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleTime of Sale Information and the Offering Memorandum or as would not reasonably be expected to have a Material Adverse Effect, (x) there is no proceeding that is pending, or that is known to the knowledge be contemplated, against Holdings or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed and (y) Holdings and its subsidiaries are not aware of any actions (issues regarding compliance with Environmental Laws, or omissions thereof)liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, activitiespollutants or contaminants, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would could reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus (i) of the Purchaser Disclosure ScheduleCompany and its subsidiaries (x) are, Purchaser has and have at all times been, in compliance with all, and have not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Scheduleviolated any, to the knowledge of Purchaserapplicable federal, Purchaser has all material permitsstate, licenses local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other governmental authorizationslegally enforceable requirements relating to pollution or the protection of human health or safety, if anythe environment, required of Purchaser under applicable Environmental Lawsnatural resources, and all such permitshazardous or toxic substances or wastes, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty pollutants or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchasercontaminants, including, without limitation, the ReleaseInternational Maritime Organization’s International Convention for the Prevention of Pollution from Ships, threatened Releasethe International Maritime Dangerous Goods Code, emissionsthe International Management Code for the Safe Operation of Ships and Pollution Prevention, dischargethe International Convention on Civil Liability for Bunker Oil Pollution Damage, presence the International Convention on the Control of Harmful Anti-fouling Systems on Ships and the Maritime Labor Convention (collectively, “Environmental Laws”); (y) have received and are, and have at all times been, in compliance with all, and have not violated any, applicable permits, licenses, certificates or disposal other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any Hazardous Materialsactual or potential liability or obligation under or relating to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws, or concerning hazardous or toxic substances or wastes, pollutants or contaminants, of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Registration Statement, Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, ordinances, codes, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, including natural resources, or the generation use, treatment, storage, or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or, to the knowledge of the Company, contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. Except (ax) Except as set forth otherwise described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or (y) as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change: (i) neither the Company, the Partnership, nor any of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding their subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws. Except as set forth in Section 4.20(a) ”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the Purchaser Disclosure Schedulebusiness of the Company, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser Partnership or their subsidiaries under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of or noncompliance with the terms and conditions thereof. To , nor has the knowledge Company, the Partnership or any of Purchasertheir subsidiaries received any written communication, all such permits and other whether from a governmental authorizations currently held by Purchaser pursuant to authority, citizens group, employee or otherwise, that alleges that the Company, the Partnership or any of their subsidiaries is in violation of any Environmental LawsLaw; (ii) there is no claim, if any, are identified in Section 4.20(a) action or cause of the Purchaser Disclosure Schedule; PROVIDED, HOWEVERaction filed with a court or governmental authority, no warranty investigation with respect to which the Company or representation is made as to the effect under -------- ------- Partnership has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Materials of Environmental Laws Concern at any location owned, leased or upon operated by the Company, the Partnership or any such permitsof their subsidiaries, licenses now or authorizations of in the transfer of the Stock and/or transactions contemplated by this Agreement. past (b) No collectively, “Environmental Claims have actually been asserted or initiated and are Claims”), pending or, to the knowledge best of Purchaserthe Company’s and the Partnership’s knowledge, threatened against Purchaser. the Company, the Partnership or any of their subsidiaries or any person or entity whose liability for any Environmental Claim the Company, the Partnership or any of their subsidiaries has retained or assumed either contractually or by operation of law; and (ciii) To to the knowledge of PurchaserCompany’s and the Partnership’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaserincidents, including, without limitation, the Releaserelease, threatened Release, emissionsemission, discharge, presence or disposal of any Hazardous MaterialsMaterials of Environmental Concern, that would reasonably could result in a violation of any Environmental Law or would reasonably be expected to form the basis of a potential Environmental Claim against the Company, the Partnership or any of their subsidiaries or against any person or entity whose liability for any Environmental Claims having a Material Adverse EffectClaim the Company, the Partnership, or any of their subsidiaries has retained or assumed either contractually or by operation of law. Except as set forth in Section 4.20(c) the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company, the Partnership nor any subsidiary has been named as a “potentially responsible party” under the Comprehensive Environmental Responses Compensation and Liability Act of the Purchaser Disclosure Schedule1980, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effectas amended.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) of the Purchaser Disclosure Schedule, Purchaser has not received Partnership Entities are in compliance with any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permitsapplicable federal, licenses and other governmental authorizationsstate, if anylocal or foreign statutes, are in good standing and in full force and effectlaws, and Purchaser has not received rules, regulations, ordinances, codes, policies or rules of common law or any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions judicial or administrative interpretations thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, any judicial or administrative orders, consents, decrees or judgments, relating to pollution or the Releaseprotection of human health and safety (to the extent such health and safety protection relates to exposure to Hazardous Materials, as defined below), natural resources, wildlife or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws and regulations imposing liability or standards of conduct concerning any pollutants or contaminants, hazardous, dangerous or toxic chemicals, materials, wastes or substances, any petroleum or petroleum products, or any polychlorinated biphenyls or radioactive materials (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, arrangement for disposal or transport, release, threatened Releaserelease or handling of, emissionsor exposure to, dischargeHazardous Materials (collectively, presence “Environmental Laws”), (B) the Partnership Entities have all permits, authorizations and other approvals required for the operation of their business under any applicable Environmental Laws and are each in compliance with all terms and conditions of any such permits, authorizations and other approvals, (C) no Partnership Entity has received notice of any pending or disposal threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of liability, noncompliance or violation, investigation or proceedings relating to any Environmental Law against any of the Partnership Entities, and (D) no Partnership Entity has any liability in connection with the release or threatened release of any Hazardous MaterialsMaterials and, to the knowledge of the Partnership Entities, there are no events or circumstances that would or would might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) private party or governmental body or agency, against any of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject Partnership Entities relating to any Environmental Liability resulting from any actions Laws, which noncompliance or liability in the case of this clause (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that D) would reasonably be expected to have a Material Adverse Effect. In the ordinary course of their businesses, the Partnership Entities periodically review the effect of Environmental Laws on their businesses, operations and properties, in the course of which they identify and evaluate associated costs and liabilities that they believe are reasonably likely to be incurred pursuant to such Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure or post-closure of properties or compliance with Environmental Laws, or any permit, authorization or other approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, the Partnership Entities have concluded that such associated costs and liabilities would not, individually or in the aggregate, have a Material Adverse Effect.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth described the Prospectus, (x) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company or any of its subsidiaries under any applicable Environmental Laws in Section 4.20(cwhich a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of the Purchaser Disclosure Scheduleany facts or issues regarding compliance with Environmental Laws, to the knowledge of Purchaseror liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, Purchaser is not nowpollutants or contaminants, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Pricing Disclosure SchedulePackage and the Prospectus, (x) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the knowledge Company or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. Except as disclosed on Schedule 3.8 ----------------------------- ------------ attached hereto: (a) Except as set forth in Section 4.20(a) Seller has obtained all Environmental Permits required for the operation of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Business or the Acquired Assets and such Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, Permits are in good standing valid and in full force and effect; (b) neither the Business, any of the Acquired Assets nor the Real Property violate any applicable Environmental Law or Environmental Permit in effect as of the date hereof and, to the knowledge of Seller and Purchaser Shareholder, no condition or event has occurred which, with notice, lapse of time or both, would constitute any such violation; (c) neither the Seller nor, to the knowledge of Seller and Shareholder, any other person has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials on or at the Real Property; (d) Seller has not received any written notice from any Governmental Authority respecting person advising that any outstanding violation of the terms and conditions thereof. To Real Property or Acquired Assets or the operation of the Business violates any Environmental Law or any Environmental Permit or that any Seller is responsible (or potentially responsible) for the cleanup of any pollutants, contaminants or hazardous or toxic wastes, substances or materials at, on or beneath the Real Property or at, on or beneath any land adjacent thereto or any other property and, to the knowledge of Purchaser, all such permits Seller and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVERShareholder, no warranty such notice is threatened; (e) Seller and Shareholder are not aware of any fact or representation is made as circumstance that would give rise to any claim, suit, proceeding or investigation related to the effect under -------- ------- manufacture, distribution, use, treatment, storage, disposal, discharge or release of any Environmental Laws industrial, toxic or upon hazardous substance or waste in connection with the Business, the Acquired Assets or the Real Property; (f) neither Seller nor, to the knowledge of Seller and Shareholder, any such permitsother person has buried, licenses dumped, disposed, spilled or authorizations released any pollutants, contaminants or hazardous or toxic wastes, substances or materials on, beneath or about the Property or any property adjacent thereto or any other property; (g) neither the Real Property nor any land adjacent thereto has been used for the disposal, processing or treatment of the transfer of the Stock and/or transactions contemplated by this Agreement. waste or as a dump site; and (bh) No Environmental Claims have actually been asserted or initiated and no storage tanks are pending or, to the knowledge of PurchaserSeller and Shareholder, threatened against Purchaser. (c) To have been on, at or under the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitationReal Property. Seller has timely filed all reports required to be filed with respect to the Real Property, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form Acquired Assets and the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) operation of the Purchaser Disclosure ScheduleBusiness and has generated and maintained all required data, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to documentation and records under any applicable Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectLaws and Environmental Permits with respect thereto.

Certain Environmental Matters. Except as disclosed on SCHEDULE 3.12, disclosed in the Phase I Report or to the best knowledge of Seller, (a) Except the Business as set forth conducted with respect to the Acquired Assets or Assumed Obligations does not violate any applicable Environmental Law in Section 4.20(a) effect as of the Purchaser Disclosure Scheduledate hereof in any material respect and neither the Acquired Assets nor Assumed Obligations are subject to any material Environmental Liabilities and Costs; (b) Seller has not stored or used any Contaminants or Hazardous Substance on or at the Acquired Assets, Purchaser except for inventories of chemicals and raw materials which are to be used in the ordinary course of business of Seller (which inventories have been stored or used in accordance in all material respects with all applicable Environmental Permits and all Environmental Laws in effect as of the date hereof); (c) Seller has not received any written notice from any Governmental Authority of or private entity advising it that the Acquired Assets or the operation thereof is in violation in any outstanding violation material respect of any Environmental Laws. Except Law in effect as set forth in Section 4.20(a) of the Purchaser Disclosure Scheduledate hereof or any applicable Environmental Permit or that they are responsible (or potentially responsible) for the cleanup of any Contaminants or Hazardous Substances at, on or beneath such properties or assets or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site nor has Seller filed any notice with respect of the Business, the Acquired Assets or the Assumed Obligations under any applicable Environmental Law in effect as of the date hereof reporting a Release by them of a Contaminant or Hazardous Substance into the environment; (d) neither the Business, the Acquired Assets or the Assumed Obligations, nor the operation thereof, are the subject of any pending, or actually known threatened, foreign, Federal, state, local or private litigation or proceedings or judicial or administrative Claim involving a demand for damages or other potential liability with respect to violations of Environmental Laws in effect as of the date hereof; (e) Seller has not buried, dumped, disposed, spilled, released or stored any Contaminants or Hazardous Substances on, beneath or about its properties relating to the knowledge operation of Purchaserthe Business of the Assumed Assets or any property adjacent thereto; (f) Seller and all of its present property, Purchaser assets and operations as well as its past property ("PAST PROPERTY") (defined as real property, assets and operations of Seller which were owned or conducted, but are not owned or conducted as of the date hereof), in each case, relating to the Acquired Assets, are not subject to any outstanding Order from or Contract with any Authority respecting (i) any Environmental Law, (ii) any Remedial Action, or (iii) any Environmental Liabilities and Costs, whether arising from the Release of a Contaminant or Hazardous Substance into the environment or otherwise; (g) Seller has not been notified in writing that any of Seller's present property, assets or operations or Past Property, in each case, relating to the Acquired Assets or the Assumed Obligations, are the subject of any Claim by any Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant or Hazardous Substances into the environment, which Claim is still pending as of the date of this Agreement; (h) Seller has obtained all material permitsEnvironmental Permits necessary for its operations in each case, licenses and other governmental authorizationsrelating to the Acquired Assets or the Assumed Obligations of the Business, if any, required of Purchaser under applicable Environmental Lawsthe Acquired Assets or the Assumed Obligations, and all such permits, licenses and other governmental authorizations, if any, Environmental Permits are in good standing and Seller is in full force compliance in all material respects with such Environmental Permits; and effect, and Purchaser (k) Seller has not received timely filed all reports required to be filed with respect to the Acquired Assets or the Assumed Obligations under any written notice from any Governmental Authority respecting any outstanding violation applicable Environmental Laws in effect as of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreementdate hereof with respect thereto. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (ai) Except as set forth in Section 4.20(a) Each of the Purchaser Disclosure ScheduleCompany Group Entities (x) is in compliance with all, Purchaser and has not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) has received and is in compliance with all, and has not violated any, permits, licenses, certificates or other authorizations or approvals required under any Environmental Laws to conduct its business; and (z) has not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation of any of the Company Group Entities under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and none of the Purchaser Disclosure Schedule, to the Company Group Entities has knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to any of the basis Company Group Entities, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleTime of Sale Memorandum and the Final Memorandum, (x) there is no proceeding that is pending, or that is known by any of the Company Group Entities to be contemplated, against any of the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to Company Group Entities under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) none of the Company Group Entities is aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company Group Entities anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (aA) Except as set forth The Company and its subsidiaries (i) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (ii) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses and (iii) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation arising under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(csuch notice; (B) of the Purchaser Disclosure Schedule, to the knowledge of Purchaserthe Company, Purchaser is not now, neither the Company nor does Purchaser reasonably expect that it will be, its subsidiaries are subject to any costs or liabilities arising under or relating to Environmental Liability resulting from Laws, except in the case of each of (A) and (B) above, for any actions (such matter as would not, singly or omissions thereof)in the aggregate, activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.; and (C) except as described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a Governmental Entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (ii) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) none of the Company or its subsidiaries anticipates that material capital expenditures for environmental control facilities will be required in the current or succeeding fiscal years or in any further periods as may be material;

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable national, federal, state and local laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Section 4.20(c; and (iii) (x) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company or any of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectEffect on the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth may be described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Purchaser Disclosure ScheduleCompany, Purchaser Carnival plc nor any of their respective subsidiaries is or has not received any written notice from any Governmental Authority of any outstanding been in violation of any Environmental Laws. Except as set forth in Section 4.20(afederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaserwildlife, including, without limitation, laws and regulations relating to the Releaserelease or threatened release of chemicals, threatened Releasepollutants, emissionscontaminants, dischargewastes, presence toxic substances, hazardous substances, petroleum or disposal petroleum products (collectively, “Company Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Company Hazardous Materials (collectively, “Environmental Laws”); (B) the Company, Carnival plc and their respective subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Pricing Disclosure Package and the Prospectus; (C) none of the Company, Carnival plc nor any of their respective subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization; and (D) none of the Company, Carnival plc nor any of their respective subsidiaries has (x) received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any Company Hazardous Materials, or (y) caused (or has any knowledge of) any event or condition that would or would reasonably be expected to form result in any such notice or liability; and (ii) except as described in each of the basis Pricing Disclosure Package and the Prospectus, (A) there is no proceeding that is pending, or that is known to be contemplated, against the Company, Carnival plc or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $1,000,000 or more will be imposed, (B) the Company, Carnival plc and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure ScheduleLaws, to the knowledge of Purchaseror liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, Purchaser is not nowpollutants or contaminants, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (C) none of the Company, Carnival plc or their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except The Company and its subsidiaries, taken as set forth a whole, (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other governmental authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses as presently conducted; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or alleged liability or obligation under or relating to, or any actual or alleged violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates any material capital expenditures that it will incur to comply with any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(athe Prospectus, (i) the Transaction Parties and their respective subsidiaries (x) are in compliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety (as it relates to exposure to hazardous or toxic substances), the Purchaser Disclosure Scheduleenvironment, Purchaser has natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(csuch notice; (ii) of the Purchaser Disclosure Schedule, to the knowledge of Purchasereither of the Transaction Parties, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any there are no costs or liabilities arising under Environmental Liability resulting from any actions (Laws of or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior relating to the Closing Date that Transaction Parties or their respective subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Prospectus, (x) there is no proceeding involving potential monetary sanctions that is pending, or that is known to be contemplated, against the Transaction Parties or their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Transaction Parties and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Transaction Parties and their respective subsidiaries, and (z) none of the Transaction Parties or their respective subsidiaries anticipates that material capital expenditures for environmental control facilities will be required in the current or succeeding fiscal years or in any further periods as may be material.

Certain Environmental Matters. (ai) Except as set forth may be described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or except as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Purchaser Disclosure ScheduleCompany, Purchaser Carnival plc nor any of their respective subsidiaries is or has not received any written notice from any Governmental Authority of any outstanding been in violation of any Environmental Laws. Except as set forth in Section 4.20(afederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaserwildlife, including, without limitation, laws and regulations relating to the Releaserelease or threatened release of chemicals, threatened Releasepollutants, emissionscontaminants, dischargewastes, presence toxic substances, hazardous substances, petroleum or disposal petroleum products (collectively, “Company Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Company Hazardous Materials (collectively, “Environmental Laws”); (B) the Company, Carnival plc and their respective subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Pricing Disclosure Package and the Prospectus; (C) none of the Company, Carnival plc nor any of their respective subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization; and (D) none of the Company, Carnival plc nor any of their respective subsidiaries has (x) received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any Company Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c(y) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions caused (or omissions thereof), activities, circumstances, conditions, events has any knowledge of) any event or incidents by or involving Purchaser prior to the Closing Date condition that would reasonably be expected to result in any such notice or liability; and (ii) except as described in each of the Pricing Disclosure Package and the Prospectus, (A) there is no proceeding that is pending, or that is known to be contemplated, against the Company, Carnival plc or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $1,000,000 or more will be imposed, (B) the Company, Carnival plc and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company, Carnival plc and their respective subsidiaries, and (C) none of the Company, Carnival plc or their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are, and during the past five years were, in Section 4.20(acompliance with all applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleRegistration Statement and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the knowledge Company or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, binding decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have obtained and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses as set forth in Section 4.20(acurrently conducted; and (z) of the Purchaser Disclosure Schedule, Purchaser has have not received any written notice from any Governmental Authority of any outstanding actual or threatened liability or obligation under or relating to, or any actual or alleged violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice, and (ii) there are no costs, obligations or liabilities pertaining to or arising under Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleTime of Sale Information and the Offering Memorandum, (x) there is no proceeding that is pending, or that is known to be contemplated, against the knowledge Company or any of Purchaserits subsidiaries under any Environmental Laws in which a governmental entity is also a party, Purchaser other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not nowaware of any facts or issues regarding compliance with Environmental Laws that could reasonably be expected to have a Material Adverse Effect, nor does Purchaser reasonably expect that it will be, subject and (z) none of the Company or its subsidiaries anticipates capital expenditures relating to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date Laws that would could reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries and each of their respective operations and facilities (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Acquired Business or the Company and except as disclosed on Schedule 4.11: (a) Except as set forth in Section 4.20(a) As of the Purchaser Disclosure Scheduledate hereof RCC or a Subsidiary of RCC has obtained, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except and as set forth in Section 4.20(a) of the Purchaser Disclosure ScheduleReorganization Date and the Closing each of the Company and its Subsidiaries shall have obtained, to all Environmental Permits required for the knowledge conduct and operation of Purchaserthe Acquired Business. Each of RCC, Purchaser has all material permits, licenses their respective Subsidiaries and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are the Acquired Business is in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of compliance with the terms and conditions thereof. To contained in its Environmental Permits, and each of them and the knowledge of Purchaser, Acquired Business is in compliance with all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any applicable Environmental Laws applicable to it or upon any such permitsof its owned, licenses leased or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement.operated facilities, sites or other properties, businesses, products and operations; (b) No Environmental Claims have actually been asserted or initiated and The operations of the Acquired Business are not subject to any pending Litigation or, to the knowledge of PurchaserRCC’s knowledge, Investigation or threatened against Purchaser.Litigation under any Environmental Laws; (c) Neither RCC nor any of its Subsidiaries is, nor will the Company or any of its Subsidiaries be as of the Reorganization Date and the Closing, subject to any environmental indemnification obligation regarding businesses currently operated by RCC, the Company or the Acquired Business or any of their respective Subsidiaries or regarding properties currently owned or leased by RCC, the Company or the Acquired Business or any of their respective Subsidiaries; (d) To RCC’s knowledge, there are no Environmental Conditions on, at, under or related to any property currently owned, leased or used by RCC or any of its Subsidiaries (or, as of the Reorganization Date and the Closing, the Company or any of its Subsidiaries), including offsite locations, where Solid Wastes, Hazardous Wastes or Hazardous Substances have been disposed by the Acquired Business that have the potential for liability for the Company or any of its Subsidiaries under applicable Environmental Laws and, to RCC’s knowledge, the foregoing representation is true and correct with regard to property formerly owned, leased or used by RCC, the Company or any of their respective Subsidiaries, or in connection with the Acquired Business; (e) RCC has made available to NCI all site assessments, compliance audits, and other similar studies prepared since January 1, 2002 in the possession or custody of RCC, the Company or any of their respective Subsidiaries relating to (A) the Environmental Conditions on, under or about the properties or assets currently owned, leased, operated or used by RCC, the Acquired Business, any of its Subsidiaries or any predecessor in interest thereto and (B) any Solid Wastes, Hazardous Wastes or Hazardous Substances used, managed, handled, transported, treated, generated, stored, discharged, emitted, or otherwise released by RCC, the Acquired Business any of its Subsidiaries or, to RCC’s and the Company’s knowledge, any other Person, on, under, about or from any of the properties currently owned or leased by, or otherwise in connection with the use or operation of any of the properties owned or leased by, or otherwise in connection with the use or operation of any of the properties and assets of, the Acquired Business, RCC or any of its Subsidiaries, or their respective businesses and operations; (f) To the knowledge of PurchaserRCC, neither the Company nor RCC nor any Subsidiary thereof has received any notice that has not been resolved from a Governmental Authority, citizen’s group, employee or otherwise, alleging that RCC is liable under, or not in material compliance with, any Environmental Law, nor has the Company or RCC or any of their respective Subsidiaries been named or identified as a potentially responsible party by any Governmental Authority or Person under CERCLA or RCRA; and (g) To RCC’s knowledge, there are is no past requirement formally proposed for notice, comment, adoption or present actionsimplementation under any Environmental Permit issued pursuant thereto that is reasonably expected to result in liability or material increases in either capital or operating costs for the Acquired Business, activitiesRCC or any of its Subsidiaries, circumstancesor, conditions, events or incidents by or involving Purchaser, including, without limitationas of the Reorganization Date and the Closing, the Release, threatened Release, emissions, discharge, presence Company or disposal any of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effectits Subsidiaries.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances, wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its Significant Subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances, to the wastes, pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice, and (ii) neither the basis Company nor any of its subsidiaries have incurred or are reasonably expected to incur any costs or liabilities under or relating to Environmental Claims having a Material Adverse Effect. Except Laws, except in the case of each of (i) and (ii) above, for any such matter as set forth would not, individually or in Section 4.20(c) of the Purchaser Disclosure Scheduleaggregate, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than any such proceeding regarding which it is reasonably believed that monetary sanctions of $300,000 or more will not be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances, wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of occupational health or workplace safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any such notice, and (ii) there are no costs or liabilities to be incurred pursuant to Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, Laws relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there is no proceeding that is pending, or that is known to the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or circumstances regarding their compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries expects to incur material capital expenditures in order to comply with Environmental Laws.

Certain Environmental Matters. Except as disclosed on Schedule 3.8 ----------------------------- ------------ attached hereto: (a) Except as set forth in Section 4.20(a) Seller has obtained all Environmental Permits required or desirable for the operation of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Business or the Acquired Assets and such Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, Permits are in good standing valid and in full force and effect; (b) neither the Business, any of the Acquired Assets nor the Real Properties violate any applicable Environmental Law or Environmental Permit in effect as of the date hereof and Purchaser no condition or event has occurred which, with notice, lapse of time or both, would constitute any such violation; (c) neither the Seller nor any other Person has stored or used any pollutants, contaminants or hazardous or toxic wastes, substances or materials on or at the Real Properties; (d) Seller has not received any written notice from any Governmental Authority respecting Person advising that any outstanding violation of the terms and conditions thereof. To Real Properties or Acquired Assets or the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) operation of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- Business violates any Environmental Laws Law or upon any such permitsEnvironmental Permit or that Seller is responsible (or potentially responsible) for the cleanup of any pollutants, licenses contaminants or authorizations of hazardous or toxic wastes, substances or materials at, on or beneath the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted Real Properties or initiated and are pending orat, on or beneath any land adjacent thereto or any other property and, to the knowledge of PurchaserSeller and Principal, threatened against Purchaser. no such notice is threatened; (ce) To Seller, Principal and the knowledge Shareholder are not aware of Purchaserany fact or circumstance that would give rise to any claim, there are no past suit, proceeding or present actionsinvestigation related to the manufacture, activitiesdistribution, circumstancesuse, conditionstreatment, events storage, disposal, discharge or incidents by release of any industrial, toxic or involving Purchaser, including, without limitationhazardous substance or waste in connection with the Business, the ReleaseAcquired Assets or the Real Properties; (f) neither Seller nor any other Person has buried, threatened Releasedumped, emissionsdisposed, dischargespilled or released any pollutants, presence contaminants or disposal of hazardous or toxic wastes, substances or materials on, beneath or about the Real Properties or any Hazardous Materials, that would property adjacent thereto or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(cother property; (g) no parcel of the Purchaser Disclosure ScheduleReal Properties nor any land adjacent to any such parcel has been used for the disposal, processing or treatment of waste or as a dump site; and (h) no storage tanks are or have been on, at or under the Real Properties. Seller has timely filed all reports required to be filed with respect to the knowledge Real Properties, the Acquired Assets and the operation of Purchaserthe Business and has generated and maintained all required data, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to documentation and records under any applicable Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectLaws and Environmental Permits with respect thereto.

Certain Environmental Matters. (ai) Except as set forth The Company, CTWS and their respective subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company, CTWS or their respective subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company, CTWS or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company, CTWS and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, CTWS and their respective subsidiaries, and (z) none of the Company, CTWS or their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth may be described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not, singly or in the aggregate, result in a Material Adverse Effect, (A) none of the Purchaser Disclosure ScheduleCompany, Purchaser Carnival plc nor any of their respective subsidiaries is or has not received any written notice from any Governmental Authority of any outstanding been in violation of any Environmental Laws. Except as set forth in Section 4.20(afederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaserwildlife, including, without limitation, laws and regulations relating to the Releaserelease or threatened release of chemicals, threatened Releasepollutants, emissionscontaminants, dischargewastes, presence toxic substances, hazardous substances, petroleum or disposal petroleum products (collectively, “Company Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Company Hazardous Materials (collectively, “Environmental Laws”); (B) the Company, Carnival plc and their respective subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described in each of the Pricing Disclosure Package and the Prospectus; (C) none of the Company, Carnival plc nor any of their respective subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization; and (D) none of the Company, Carnival plc nor any of their respective subsidiaries has (x) received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any Company Hazardous Materials, or (y) caused (or has any knowledge of) any event or condition that would or would reasonably be expected to form result in any such notice or liability; and (ii) except as described in each of the basis Pricing Disclosure Package and the Prospectus, (A) there is no proceeding that is pending, or that is known to be contemplated, against the Company, Carnival plc or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $1,000,000 or more will be imposed, (B) the Company, Carnival plc and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure ScheduleLaws, to the knowledge of Purchaseror liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, Purchaser is not nowpollutants or contaminants, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (C) none of the Company, Carnival plc or their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth otherwise disclosed in Section 4.20(athe Prospectus, (i) the Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the Purchaser Disclosure Scheduleenvironment, Purchaser has natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) (x) there is no proceeding that is pending, or that is known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Company reasonably believes no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of occupational health or workplace safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any such notice, and (ii) there are no costs or liabilities to be incurred pursuant to Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, Laws relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there is no proceeding that is pending, or that is known to the Company or its subsidiaries to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or circumstances regarding their compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (z) none of the Company or its subsidiaries expects to incur material capital expenditures in order to comply with Environmental Laws.

Certain Environmental Matters. (a) Except as set forth in Section 4.20(aor contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), Parent and its subsidiaries are (i) in compliance with Environmental Laws, (ii) have received and are in compliance with all permits, licenses or other approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses and (iii) have not received any written notice from any Governmental Authority of any outstanding violation actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals, or liability would not, individually or in the aggregate, have a material adverse effect on the condition (financial or otherwise), prospects, earnings, business or properties of Parent and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business. Except as set forth in Section 4.20(a) or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any supplement thereto), neither Parent nor any of the Purchaser Disclosure Schedulesubsidiaries has been named as a “potentially responsible party” with respect to any material environmental issue under the Comprehensive Environmental Response, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental LawsCompensation, and all such permitsLiability Act of 1980, licenses and other governmental authorizationsas amended, if anyor under any similar Canadian legislation. In the ordinary course of its business, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to Parent periodically reviews the effect under -------- ------- any of Environmental Laws or upon any such permitson the business, licenses or authorizations operations and properties of Parent and its subsidiaries, in the transfer course of the Stock and/or transactions contemplated by this Agreement. which it identifies and evaluates associated costs and liabilities (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); Parent also conducts pre-acquisition investigations of new railroad properties to identify potential violations of Environmental Laws, trains management personnel in the Release, threatened Release, emissions, discharge, presence or disposal recognition of any Hazardous Materials, that would or would reasonably be expected and proper response to form incidents of noncompliance with Environmental Laws and establishes procedures for communicating such incidents to Parent’s headquarters. On the basis of any Environmental Claims having a Material Adverse Effect. Except such review, except as set forth in Section 4.20(c) of or contemplated in the Purchaser Disclosure SchedulePackage or Final Prospectus Parent has concluded that such associated costs and liabilities would not, to singly or in the knowledge of Purchaseraggregate, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions have a material adverse effect on the condition (financial or omissions thereofotherwise), activitiesprospects, circumstancesearnings, conditionsbusiness or properties of Parent and its subsidiaries, events taken as a whole, whether or incidents by or involving Purchaser prior to not arising from transactions in the Closing Date that would reasonably be expected to have a Material Adverse Effectordinary course of business.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) of the Purchaser Disclosure ScheduleCompany and the Company’s subsidiaries and their respective operations and facilities are in compliance with, Purchaser has and not received subject to any written notice from known liabilities under, applicable Environmental Laws (as defined below), which compliance includes, without limitation, having obtained and being in compliance with any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and or other governmental authorizationsauthorizations or approvals, if anyand having made all filings and provided all financial assurances and notices, required for the ownership and operation of Purchaser the business, properties and facilities of the Company or the Company’s subsidiaries under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of compliance with the terms and conditions thereof. To ; (ii) none of the knowledge Company or any of Purchaserthe Company’s subsidiaries have received any written communication, all such permits whether from a Governmental Entity, citizens group, employee or otherwise, that alleges that the Company or any of the Company’s subsidiaries, as applicable, is in violation of any Environmental Law which was received within two years prior to the date hereof and other governmental authorizations currently held remains unresolved; (iii) there is no claim, action or cause of action filed with a court or Governmental Entity, no investigation with respect to which the Company or any of the Company’s subsidiaries have received written notice, and no written notice by Purchaser any person or entity alleging actual or potential liability on the part of the Company or any of the Company’s subsidiaries based on or pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are Law pending or, to the knowledge best of Purchaserthe Company’s knowledge, threatened against Purchaser. the Company or any of the Company’s subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of the Company’s subsidiaries has retained or assumed either contractually or by operation of law which was received within two years prior to the date hereof and remains unresolved; (civ) To none of the Company or any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of the Company’s subsidiaries; and (vi) to the best knowledge of Purchaserthe Company, there are no past or present actions, activities, circumstances, conditions, events conditions or incidents by or involving Purchaseroccurrences, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except Release (as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.defined

Certain Environmental Matters. (ai) Except as set forth The Company and Brilliant Earth and their subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or Brilliant Earth or their subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or Brilliant Earth or any of their subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,0001 or more will be imposed, (y) the Company and Brilliant Earth and their subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and Brilliant Earth and their subsidiaries, and (z) none of the Company or Brilliant Earth or their subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company, the Operating LLC and their respective subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company, the Operating LLC or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company, the Operating LLC and their respective subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, the Operating LLC and their respective subsidiaries, and (z) none of the Company, the Operating LLC or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth disclosed in Section 4.20(aor contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries (i) are in compliance with any and all applicable federal, state and local laws and regulations relating to the prevention of pollution, the protection of the Purchaser Disclosure Scheduleenvironment or human health or safety relating to Hazardous Materials (as defined below), Purchaser has or imposing liability or standards of conduct concerning any Hazardous Materials (“Environmental Laws”) and have been in compliance with such Environmental Laws within any applicable statute of limitation period, (ii) have received all permits, licenses, approvals or other authorizations required of them under applicable Environmental Laws (“Environmental Permits”) to conduct their business as presently conducted, (iii) are in compliance with all terms and conditions of any such Environmental Permits, (iv) do not have any liability in connection with the Release (as defined below) into the environment of any Hazardous Material, (v) have not received any written notice communication from any Governmental Authority of any outstanding a governmental authority that alleges that they are in violation of of, or liable under, any Environmental Laws. Except as set forth in Section 4.20(a, (vi) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has have not received any written communication from any other third party that alleges that they are in violation of, or liable under, any Environmental Laws, (vii) have not received written notice from any Governmental Authority respecting governmental authority that they are subject to any outstanding investigation with respect to any potential violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser or liability under or pursuant to Environmental Laws, if any(viii) are not subject to any order, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDEDjudgment, HOWEVER, no warranty or representation is made as decree with respect to the effect under -------- ------- any liability pursuant to Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any in connection with Hazardous Materials, that except in the case of each of clauses (i) through (viii) as would not, individually or would reasonably be expected to form in the basis of any Environmental Claims having aggregate, have a Material Adverse Effect. Except The term “Hazardous Material” means (A) any “hazardous substance” as set forth defined in Section 4.20(cthe Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (B) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (C) any petroleum or petroleum product, (D) any polychlorinated biphenyl, (E) any per-and polyfluoroalkyl substances and (F) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of the Purchaser Disclosure Schedule, any applicable Environmental Law or which can give rise to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to liability under any Environmental Liability resulting from Laws. The term “Release” means any actions (release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to leaching into the Closing Date that would reasonably be expected to have a Material Adverse Effectenvironment.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(athe Registration Statement, the Pricing Disclosure Package and the Prospectus or as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect: (i) of the Purchaser Disclosure ScheduleCompany and the Company’s subsidiaries and their respective operations and facilities are in compliance with, Purchaser has and not received subject to any written notice from known liabilities under, applicable Environmental Laws (as defined below), which compliance includes, without limitation, having obtained and being in compliance with any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and or other governmental authorizationsauthorizations or approvals, if anyand having made all filings and provided all financial assurances and notices, required for the ownership and operation of Purchaser the business, properties and facilities of the Company or the Company’s subsidiaries under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of compliance with the terms and conditions thereof. To ; (ii) none of the knowledge Company or any of Purchaserthe Company’s subsidiaries have received any written communication, all such permits whether from a Governmental Entity, citizens group, employee or otherwise, that alleges that the Company or any of the Company’s subsidiaries, as applicable, is in violation of any Environmental Law which was received within two years prior to the date hereof and other governmental authorizations currently held remains unresolved; (iii) there is no claim, action or cause of action filed with a court or Governmental Entity, no investigation with respect to which the Company or any of the Company’s subsidiaries have received material written notice, and no written notice by Purchaser any person or entity alleging actual or potential liability on the part of the Company or any of the Company’s subsidiaries based on or pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are Law pending or, to the knowledge best of Purchaserthe Company’s knowledge, threatened against Purchaser. the Company or any of the Company’s subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of the Company’s subsidiaries has retained or assumed either contractually or by operation of law which was received within two years prior to the date hereof and remains unresolved; (civ) To none of the Company or any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (v) no lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, facility or property owned, operated or leased by the Company or any of the Company’s subsidiaries; and (vi) to the best knowledge of Purchaserthe Company, there are no past or present actions, activities, circumstances, conditions, events conditions or incidents by or involving Purchaseroccurrences, including, without limitation, the Release, Release (as defined below) or threatened Release, emissions, discharge, presence or disposal Release of any Hazardous MaterialsMaterials of Environmental Concern (as defined below), that would or would could reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, including biohazardous and medical waste, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany use, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, or relating to the human exposure to hazardous or toxic substances or wastes and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or, to the Company’s knowledge, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental or regulatory authority is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, or the use, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except The Company and its subsidiaries (x) are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety (as set forth it relates to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in Section 4.20(acompliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (z) of the Purchaser Disclosure Schedule, Purchaser has have not received any written notice from any Governmental Authority of any outstanding violation of actual or potential liability under or relating to any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such failure to comply, nor does Purchaser reasonably expect that it will beor failure to receive required permits, subject to any Environmental Liability resulting from any actions (licenses or omissions thereof)approvals, activitiesor cost or liability as would not, circumstancesindividually or in the aggregate, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable U.S. federal, state or local or non-U.S. laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or, to the knowledge of the Company, that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries is required to account for any material capital expenditures relating to any Environmental Laws on its financial statements.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries and each of their respective operations and facilities (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except The Company and its subsidiaries (x) are in compliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety (as set forth it relates to exposure to hazardous or toxic substances or wastes or pollutants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in Section 4.20(acompliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) of the Purchaser Disclosure Schedule, Purchaser has have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) no proceeding is pending, or to the knowledge of the Company, contemplated against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) to the knowledge of the Company, there are no facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon for any such permitsmatter as would not, licenses individually or authorizations of in the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending oraggregate, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectChange, each of the Archrock Entities (x)(A) is in compliance with and has not violated any applicable federal, state or local statutes, laws, rules, regulations, judgments, orders, decrees, ordinances, codes or other legally binding requirements relating to the prevention of pollution or protection of the environment (including natural resources) or human health and safety (to the extent such health or safety relates to exposure to Hazardous Materials, as defined below), or imposing liability or standards of conduct concerning any Hazardous Materials (“Environmental Laws”), (B) has received and is in compliance with and has not violated any terms and conditions of permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted, and (C) has not received written notice of any pending or threatened violation of, or liability under, any Environmental Law and, to the knowledge of the Company, there is no event or condition that would reasonably be expected to result in the receipt of any such notice, and (y) there are no costs or liabilities arising under Environmental Laws with respect to the operations or obligations of the Archrock Entities. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (A) there is no proceeding that is pending, or that is known to be contemplated, against the Archrock Entities under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanction of $300,000 or more will be imposed, and (B) none of the Archrock Entities anticipates any obligations arising under Environmental Laws that would result, individually or in the aggregate, in capital expenditures constituting a Material Adverse Change. The term “Hazardous Material” means (i) any “hazardous substance” as defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, (ii) any “hazardous waste” as defined in the Resource Conservation and Recovery Act, as amended, (iii) any petroleum or petroleum product, (iv) any polychlorinated biphenyl and (v) any pollutant or contaminant or hazardous, dangerous or toxic chemical, material, waste or substance regulated under or within the meaning of any Environmental Law.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(a) of the Purchaser Disclosure ScheduleRegistration Statement and the Prospectus and except as would not reasonably be expected, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth individually or in Section 4.20(a) of the Purchaser Disclosure Scheduleaggregate, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth : (i) the Company and its subsidiaries (x) are in Section 4.20(ccompliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability under or relating to, or any actual or potential violation of, any Environmental Laws, including for the Purchaser Disclosure Scheduleinvestigation or remediation of any disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (event or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries; and (iii) (x) there is no proceeding that is pending, or that is known to the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company (x) is in Section 4.20(acompliance with all, and has not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) has received and is in compliance with all, and has not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser it under any Environmental Laws to conduct its business; and (z) has not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Scheduleof, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permitsincluding for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, licenses and other governmental authorizations, if any, are in good standing and in full force and effectpollutants or contaminants, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the no knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty any event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which the Company reasonably believes no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) the Company does not anticipate material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth disclosed in Section 4.20(aSchedule 4.20, (i) of no Company (A) is aware of, or has received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in the Purchaser Disclosure Scheduleaggregate have a Material Adverse Effect, Purchaser (B) has not received any written notice from any Governmental Authority threatened or actual liability (contingent, direct or otherwise) in connection with the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any outstanding Hazardous Material, or other substance which could individually or in the aggregate have a Material Adverse Effect, (C) is aware of, or has received notice or otherwise learned of, any federal or state investigation evaluating whether any remedial action is needed to respond to a release or threatened release, and/or the generation, handling, treatment, storage, disposal or transportation of any Hazardous Material for which such Company is or may be liable, (D) is in violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Judgment or Litigation based upon Environmental Laws, and all or subject to any such permitsJudgment or Litigation, licenses and other governmental authorizations, if any, are in good standing and (E) does not have in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaserall permits, all such permits licenses, approvals and other governmental authorizations currently held by Purchaser pursuant to necessary for the use and operation of its Property, including, the generation, handling, treatment, storage, disposal, transportation or release of any Hazardous Material, and (F) is not in compliance with all Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as except to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of extent the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, failure to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would so comply could not reasonably be expected to form the basis of any Environmental Claims having have a Material Adverse Effect. Except as set forth Effect or to result in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would could reasonably be expected to have a Material Adverse Effect; and (ii) all Properties of each Company are free from any Hazardous Material and Environmental Liens. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or on behalf of, or which are in the possession or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously owned or leased by such Company, or any of such Company's predecessors, which have not been (y) made available to any Bank or its agents, employees or contractors and (z) listed in Schedule 4.20. No Company has received a notice of any Environmental Liability, Environmental Lien or Environmental Complaint other than those which have been provided to the Agent and listed in Schedule 4.20.

Certain Environmental Matters. Except (a1) Except as set forth described in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitationRegistration Statement, the Release, threatened Release, emissions, discharge, presence Pricing Disclosure Package and the Prospectus or disposal of any Hazardous Materials, that (2) as would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect., (i) there are no claims against the Company or any of its subsidiaries alleging potential liability under or responsibility for violation of any Environmental Law (as defined below) related to their respective businesses, operations and properties, and their respective businesses, operations and properties are in compliance with applicable Environmental Laws; (ii) none of the properties currently or formerly owned or operated by the Company or any of its subsidiaries is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency or any analogous foreign, state or local list; (iii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its subsidiaries; (iv) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by the Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; (v) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (vi) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require response or other corrective action under, or (z) could be reasonably expected to give rise to liability under, Environmental Laws; (vii) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation response or other corrective action that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (viii) all Hazardous Materials generated, used, treated, handled, or stored at, or transported or arranged for transport to or from, any property or facility currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a Material Adverse Effect. As used herein: (i) “Environmental Laws” means any and all current or future federal, state, local and foreign statutes, laws, including common law, regulations or ordinances, rules, judgments, orders, decrees, permits licenses or restrictions imposed by a Governmental Authority relating to pollution or protection of the environment and protection of human health (to the extent relating to exposure to Hazardous Materials), including those relating to the generation, use, handling, storage, transportation, treatment or Release or threat of Release of Hazardous Materials; (ii)“Hazardous Materials” means all explosive or radioactive substances or wastes and all

Certain Environmental Matters. (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon for any such permitsmatter as would not, licenses individually or authorizations of in the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending oraggregate, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectEffect or as disclosed in the Time of Sale Information and the Offering Memorandum, (a) the Parent and each of its subsidiaries (i) is in compliance with all, and has not violated any, applicable foreign, federal, state or local statutes, laws, rules, regulations, judgments, orders, decrees, ordinances, codes or other legally binding requirements (including common law) relating to pollution, the protection of the environment (including natural resources) or human health or safety (to the extent such health or safety relates to exposure to Hazardous Substances, as defined below), or the generation, use, handling, transportation, treatment, storage, discharge, disposal or release of, or exposure to, any Hazardous Substance (collectively, “Environmental Laws”), (ii) has timely applied for or received and, to the extent received, is in compliance with all, and has not violated any, permits, licenses, authorizations or other approvals required under Environmental Laws to conduct its business as it is currently being conducted; and (iii) has not received written notice of any pending or threatened violation of, or liability under, any Environmental Law and, to the knowledge of the Parent and each of its subsidiaries, there is no event or condition that would reasonably be expected to result in the receipt of any such notice; and (b) there are no costs or liabilities arising under Environmental Laws with respect to the operations of the Parent and each of its subsidiaries. Except as disclosed in the Time of Sale Information and the Offering Memorandum, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, and (y) none of the Parent or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws. For purposes of this subsection, “Hazardous Substance” means any chemical, pollutant, contaminant, solid or hazardous waste, toxic substance, hazardous substance, petroleum and petroleum product.

Certain Environmental Matters. (a) Except as and to the extent set forth on Schedule 4.10(a) hereto, (i) the Port Inland Quarry is not in Section 4.20(aviolation in any material respect of any Environmental Law; (ii) the Port Inland Quarry has not stored or used any Hazardous Substances on or at any of its properties or assets, except in the Purchaser Disclosure Schedule, Purchaser ordinary course of its business in accordance in all material respects with applicable Environmental Laws; (iii) the Port Inland Quarry has not received any written notice within the last ten years from any Governmental Authority of governmental authority, or within the last five years from any outstanding private claimant, advising it that the Port Inland Quarry is in violation of any Environmental Laws. Except as set forth in Section 4.20(aLaw or that it is responsible (or potentially responsible) for the cleanup of any Hazardous Substances at, on, or beneath such properties or assets or at, on, or beneath any land adjacent thereto; (iv) neither the Purchaser Disclosure SchedulePort Inland Quarry nor the operation thereof are the subject of pending or, to the knowledge Buyer’s Knowledge, threatened Federal, state, local, or private litigation or proceedings (whether judicial or administrative) involving a demand for damages, equitable relief, or other potential liability with respect to violations of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws; (v) the Port Inland Quarry has obtained all Environmental Permits for the operation of its business, and all such permits, licenses and other governmental authorizations, if any, Environmental Permits are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting the Port Inland Quarry is in compliance in all material respects with such Environmental Permits; (vi) none of the real property owned or leased by the Port Inland Quarry is subject to any outstanding order from or contract with any governmental authority respecting (A) any violation of the terms and conditions thereof. To the knowledge of PurchaserEnvironmental Law, all such permits and other governmental authorizations currently held by Purchaser pursuant to (B) any investigation or remedial action under Environmental Laws, if anyor (C) any release of a Hazardous Substance; (vii) during the past two (2) years, no material release, disposal, dumping, spill, or emission of any Hazardous Substance is occurring or has occurred (other than those that are identified currently being cleaned up in Section 4.20(aaccordance with Environmental Laws) on, or under, or to any of the Purchaser Disclosure Schedulereal property used in connection with the Port Inland Quarry; PROVIDED(viii) during the past ten (10) years, HOWEVERnone of the real property used in connection with the Port Inland Quarry has been operated by Buyer as a Treatment, no warranty Storage, or representation is made Disposal facility for Hazardous Waste (as such terms are defined under RCRA or any similar state statute); (ix) to the effect under -------- ------- Knowledge of Buyer, there is and has been no friable asbestos or urea formaldehyde in the properties which has not been encapsulated or otherwise treated in material compliance with all Environmental Laws; (x) there are no active or inactive underground or above-ground storage tanks presently located at any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. Port Inland Quarry properties; and (bxi) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge Knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of PurchaserBuyer, there are no past liabilities, whether accrued, contingent, absolute, determined, determinable or present actionsotherwise, activitiesarising under or relating to any Environmental Law, circumstancesand there are no facts, conditions, events situations or incidents by or involving Purchasersets of circumstances, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or which would reasonably be expected to form result in such liability, with respect to the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) business, assets, or properties of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is Port Inland Quarry except for any such non-compliance or liabilities which would not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect. (b) Except for any non-compliance which would not have a Material Adverse Effect, Buyer and its Subsidiaries (each a “Buyer Company” and collectively, the “Buyer Companies”) are in compliance with any and all Environmental Laws including, without limitation, (a) all Environmental Laws in all jurisdictions in which a Buyer Company owns or operates, or has owned or operated, a facility or site, arranges for disposal or treatment of any Hazardous Substance, solid waste or other wastes, accepts or has accepted for transport any Hazardous Substance, solid waste or other wastes or holds or has held any interest in real property or otherwise, and (b) all Environmental Laws relating to permits, licenses, approvals, authorizations, consents and registrations required for Buyer Companies’ operation. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the Knowledge of Buyer, threatened against a Buyer Company, any real property in which a Buyer Company holds or has held an interest or any past or present operation of a Buyer Company, other than litigation or proceedings which would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of Buyer, no release, threatened release or disposal of any Hazardous Substance, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), which is having or would have a Material Adverse Effect, on, under or to any real property in which a Buyer Company holds any interest or performs any of its operations, in violation of any Environmental Law. (c) For the purposes of this Section 4.10, a “Subsidiary” of Buyer or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the voting power or capital stock of which is owned, directly or indirectly, by Buyer or by one or more other subsidiaries of Buyer or by Buyer and one or more subsidiaries of Buyer, (b) a partnership or limited liability company of which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any other Person (other than a corporation) in which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, has at least a majority ownership interest or the power to direct the policies, management and affairs thereof.

Certain Environmental Matters. (a) Except as set forth disclosed in Section 4.20(aSchedule 4.20, (i) of the Purchaser Disclosure Scheduleno Company (A) is aware of, Purchaser and has not received notice or otherwise learned of, any written notice from any Governmental Authority Environmental Complaint or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (B) has threatened or actual liability (contingent, direct or otherwise) in connection with the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any outstanding Hazardous Material, or other substance which could individually or in the aggregate have a Material Adverse Effect, (C) is aware of, and has received notice or otherwise learned of, any federal or state investigation evaluating whether any remedial action is needed to respond to a release or threatened release, and/or the generation, handling, treatment, storage, disposal or transportation of any Hazardous Material for which such Company is or may be liable, (D) is in violation of any Judgment or Litigation based upon Environmental Laws, or subject to any such Judgment or Litigation, (E) is in violation of any permits, licenses, approvals and other authorizations necessary for the use and operation of its Property, including, the generation, handling, treatment, storage, disposal, transportation or release of any Hazardous Material, and(F) is in violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, except to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has extent the failure to so comply could not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having have a Material Adverse Effect. Except as set forth Effect or to result in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would could reasonably be expected to have a Material Adverse Effect; and (ii) all Properties of each Company are free from any Hazardous Material and Environmental Liens. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or on behalf of, or which are in the possession or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously owned or leased by such Company, or any of such Company's predecessors, which have not been (y) made available to any Bank or its agents, employees or contractors and (z) listed in Schedule 4.20. No Company has received a notice of any Environmental Liability, Environmental Lien or Environmental Complaint other than those which have been provided to the Bank and listed in Schedule 4.20.

Certain Environmental Matters. (a) Except as and to the extent set forth on Schedule 4.10(a) hereto, (i) the Port Inland Quarry is not in Section 4.20(aviolation in any material respect of any Environmental Law; (ii) the Port Inland Quarry has not stored or used any Hazardous Substances on or at any of its properties or assets, except in the Purchaser Disclosure Schedule, Purchaser ordinary course of its business in accordance in all material respects with applicable Environmental Laws; (iii) the Port Inland Quarry has not received any written notice within the last ten years from any Governmental Authority of governmental authority, or within the last five years from any outstanding private claimant, advising it that the Port Inland Quarry is in violation of any Environmental Laws. Except as set forth in Section 4.20(aLaw or that it is responsible (or potentially responsible) for the cleanup of any Hazardous Substances at, on, or beneath such properties or assets or at, on, or beneath any land adjacent thereto; (iv) neither the Purchaser Disclosure SchedulePort Inland Quarry nor the operation thereof are the subject of pending or, to the knowledge Buyer's Knowledge, threatened Federal, state, local, or private litigation or proceedings (whether judicial or administrative)involving a demand for damages, equitable relief, or other potential liability with respect to violations of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws; (v) the Port Inland Quarry has obtained all Environmental Permits for the operation of its business, and all such permits, licenses and other governmental authorizations, if any, Environmental Permits are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting the Port Inland Quarry is in compliance in all material respects with such Environmental Permits; (vi) none of the real property owned or leased by the Port Inland Quarry is subject to any outstanding order from or contract with any governmental authority respecting (A) any violation of the terms and conditions thereof. To the knowledge of PurchaserEnvironmental Law, all such permits and other governmental authorizations currently held by Purchaser pursuant to (B) any investigation or remedial action under Environmental Laws, if anyor (C) any release of a Hazardous Substance; (vii) during the past two (2) years, no material release, disposal, dumping, spill, or emission of any Hazardous Substance is occurring or has occurred (other than those that are identified currently being cleaned up in Section 4.20(aaccordance with Environmental Laws) on, or under, or to any of the Purchaser Disclosure Schedulereal property used in connection with the Port Inland Quarry; PROVIDED(viii) during the past ten (10) years, HOWEVERnone of the real property used in connection with the Port Inland Quarry has been operated by Buyer as a Treatment, no warranty Storage, or representation is made Disposal facility for Hazardous Waste (as such terms are defined under RCRA or any similar state statute); (ix) to the effect under -------- ------- Knowledge of Buyer, there is and has been no friable asbestos or urea formaldehyde in the properties which has not been encapsulated or otherwise treated in material compliance with all Environmental Laws; (x) there are no active or inactive underground or above-ground storage tanks presently located at any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. Port Inland Quarry properties; and (bxi) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge Knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of PurchaserBuyer, there are no past liabilities, whether accrued, contingent, absolute, determined, determinable or present actionsotherwise, activitiesarising under or relating to any Environmental Law, circumstancesand there are no facts, conditions, events situations or incidents by or involving Purchasersets of circumstances, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or which would reasonably be expected to form result in such liability, with respect to the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) business, assets, or properties of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is Port Inland Quarry except for any such non-compliance or liabilities which would not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect. (b) Except for any non-compliance which would not have a Material Adverse Effect, Buyer and its Subsidiaries (each a "Buyer Company" and collectively, the "Buyer Companies") are in compliance with any and all Environmental Laws including, without limitation, (a) all Environmental Laws in all jurisdictions in which a Buyer Company owns or operates, or has owned or operated, a facility or site, arranges for disposal or treatment of any Hazardous Substance, solid waste or other wastes, accepts or has accepted for transport any Hazardous Substance, solid waste or other wastes or holds or has held any interest in real property or otherwise, and (b) all Environmental Laws relating to permits, licenses, approvals, authorizations, consents and registrations required for Buyer Companies' operation. No litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the Knowledge of Buyer, threatened against a Buyer Company, any real property in which a Buyer Company holds or has held an interest or any past or present operation of a Buyer Company, other than litigation or proceedings which would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of Buyer, no release, threatened release or disposal of any Hazardous Substance, solid waste or other wastes is occurring, or has occurred (other than those that are currently being cleaned up in accordance with Environmental Laws), which is having or would have a Material Adverse Effect, on, under or to any real property in which a Buyer Company holds any interest or performs any of its operations, in violation of any Environmental Law. (c) For the purposes of this Section 4.10, a "Subsidiary" of Buyer or any of its Subsidiaries shall mean (a) a corporation more than fifty percent (50%) of the voting power or capital stock of which is owned, directly or indirectly, by Buyer or by one or more other subsidiaries of Buyer or by Buyer and one or more subsidiaries of Buyer, (b) a partnership or limited liability company of which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, is a general partner or managing member, as the case may be, or otherwise has the power to direct the policies, management and affairs thereof, or (c) any other Person (other than a corporation) in which Buyer, one or more other subsidiaries of Buyer or Buyer and one or more subsidiaries of Buyer, directly or indirectly, has at least a majority ownership interest or the power to direct the policies, management and affairs thereof.

Certain Environmental Matters. Except as disclosed on Schedule 3.13: (a) Except as set forth in Section 4.20(a) neither the Business nor any of the Purchaser Disclosure ScheduleAcquired Assets or Assumed Obligations violate any applicable Environmental Law in effect as of the date hereof in any material respect and neither the Business nor any of the Acquired Assets or Assumed Obligations is subject to any material Environmental Liabilities and Costs; (b) Sellers have not stored or used any Contaminants on or at the Acquired Assets, Purchaser has except for inventories of chemicals and raw mateials which are to be used in the ordinary course of business of Sellers (which inventories have been stored or used in accordance in all material respects with all applicable Environmental Permits and all Environmental Laws in effect as of the date hereof); (c) Sellers have not received any written notice from any Governmental Authority of or private entity advising it that Sellers' facilities or the operation thereof is in violation in any outstanding violation material respect of any Environmental Laws. Except Law in effect as set forth in Section 4.20(a) of the Purchaser Disclosure Scheduledate hereof or any applicable Environmental Permit or that they are responsible (or potentially responsible) for the cleanup of any Contaminants at, on or beneath such properties or assets or at, on or beneath any land adjacent thereto or in connection with any Waste or Contamination Site nor have Sellers filed any notice with respect of the Business, the Acquired Assets or the Assumed Obligations under any applicable Environmental Law in effect as of the date hereof reporting a Release by them of a Contaminant into the environment; (d) neither the Business, the Acquired Assets or the Assumed Obligations, nor the operation thereof, are the subject of foreign, Federal, state, local or private litigation or proceedings or judicial or administrative Claim involving a demand for damages or other potential liability with respect to violations of Environmental Laws in effect as of the date hereof; (e) Sellers have not buried, dumped, disposed, spilled or released any Contaminants on, beneath or about its properties relating to the knowledge operation of Purchaserthe Business of the Assumed Assets or any property adjacent thereto; (f) Sellers and all of their present property, Purchaser has assets and operations as well as their past property ("Past Property") (defined as real property, assets and operations of Sellers which were owned or conducted, but are not owned or conducted as of the date hereof), in each case, relating to the Business, the Acquired Assets or the Assumed Obligations, are not subject to any outstanding Order from or Contract with any Authority respecting (i) any Environmental Law, (ii) any Remedial Action, or (iii) any Environmental Liabilities and Costs, whether arising from the Release of a Contaminant into the environment or otherwise; (g) Sellers have not been notified that any of Sellers' present property, assets or operations or Past Property,in each case, relating to the Business, the Acquired Assets or the Assumed Obligations, are the subject of any Claim by any Authority evaluating whether any Remedial Action is needed to respond to a Release or threatened Release of a Contaminant into the environment, which Claim is still pending as of the date of this Agreement; (h) Sellers have not filed any notice in respect of Sellers, or their properties, assets or operations, under any Environmental Law indicating treatment, storage or disposal of a hazardous waste in connection with their present property, assets and operations or their Past Property in each case, relating to the Business, the Acquired Assets or the Assumed Obligations; (i) no by-products of any manufacturing process or operation of the Business, Acquired Assets or Assumed Obligations, which may constitute Contaminants are currently stored or otherwise located at such properties or assets except in compliance in all material permits, licenses and other governmental authorizations, if any, required of Purchaser under respects with any applicable Environmental LawsLaw in effect as of the date hereof; (j) Sellers have obtained all Environmental Permits necessary for their operations in each case, relating to the Business, the Acquired Assets or the Assumed Obligations of the Business, the Acquired Assets or the Assumed Obligations , and all such permits, licenses and other governmental authorizations, if any, Environmental Permits are in good standing and Sellers are in full force compliance in all material respects with such Environmental Permits; and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation (k) Sellers have timely filed all reports required to be filed with respect to the Business of the terms Business, the Acquired Assets or the Assumed Obligations and conditions thereof. To the knowledge of Purchaserhave generated and maintained all required data, all such permits documentation and other governmental authorizations currently held by Purchaser pursuant to records under any applicable Environmental Laws, if any, are identified Laws in Section 4.20(a) effect as of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreementdate hereof with respect thereto. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. Except (a1) Except as set forth described in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitationRegistration Statement, the Release, threatened Release, emissions, discharge, presence Pricing Disclosure Package and the Prospectus or disposal of any Hazardous Materials, that (2) as would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect., (i) there are no claims against the Company or any of its subsidiaries alleging potential liability under or responsibility for violation of any Environmental Law (as defined below) related to their respective businesses, operations and properties, and their respective businesses, operations and properties are in compliance with applicable Environmental Laws; (ii) none of the properties currently or formerly owned or operated by the Company or any of its subsidiaries is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency or any analogous foreign, state or local list; (iii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its subsidiaries; (iv) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by the Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law; (v) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (vi) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require response or other corrective action under, or (z) could be reasonably expected to give rise to liability under, Environmental Laws; (vii) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law except for such investigation response or other corrective action that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and (viii) all Hazardous Materials generated, used, treated, handled, or stored at, or transported or arranged for transport to or from, any property or facility currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a Material Adverse Effect. As used herein: (i) “Environmental Laws” means any and all current or future federal, state, local and foreign statutes, laws, including common law, regulations or ordinances, rules, judgments, orders, decrees, permits licenses or restrictions imposed by a Governmental Authority relating to pollution or protection of the environment and protection of human health (to the extent relating to exposure to Hazardous Materials), including those relating to the generation, use, handling, storage, transportation, treatment or Release or threat of Release of Hazardous Materials;

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaserthe Company, Purchaser the Company has complied, and remains in compliance, with the provisions of all material permitsEnvironmental Laws applicable to it or any of it presently owned or operated facilities, licenses sites or other properties, businesses and other governmental authorizationsoperations and which relate to the reporting by the Company of all sites presently owned or operated by any of it where Solid Wastes, if anyHazardous Wastes or Hazardous Substances have been treated, required stored, disposed of Purchaser under or otherwise handled; (b) no release (as defined in the applicable Environmental Laws) at, and all such permitsfrom, licenses and other governmental authorizationsin or on any site owned or operated by the Company has occurred which, if anyall relevant facts were known to the relevant Governmental Authorities, are in good standing and in full force and effectreasonably could be expected to require remediation to avoid deed record notices, and Purchaser restrictions, liabilities or other consequences that would not be applicable if the release had not occurred; (c) the Company has not received transported or arranged for the transportation of any written notice from Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Governmental Authority respecting Solid Wastes, Hazardous Wastes or Hazardous Substances at, any outstanding violation of off-site location that could lead to any valid claim against the terms Company, Purchaser or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under CERCLA; and conditions thereof. To the knowledge of Purchaser(d) no storage tanks exist, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaserthe Company, threatened against Purchaser. has existed, on or under any of the properties owned or operated by the Company from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided Purchaser with copies (cor if not available, accurate written summaries) To the knowledge of Purchaserall environmental investigations, there are no past or present actionsstudies, activitiesaudits, circumstances, conditions, events or incidents reviews and other analyses conducted by or involving Purchaseron behalf, includingor which otherwise are in the possession, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure ScheduleCompany respecting any facility, to site or other property now or previously owned or operated by the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectCompany.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants, applicable to the Company and its subsidiaries (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Pricing Disclosure SchedulePackage and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the knowledge Company or any of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to its subsidiaries under any Environmental Liability resulting from Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any actions (facts or omissions thereof)issues regarding compliance with Environmental Laws, activitiesor liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, circumstancespollutants or contaminants, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. Except in compliance in all respects with Environmental Laws, and otherwise in no way posing an imminent and significant endangerment to public health or welfare or the environment, Borrower will not and will not permit any Company to, (ai) Except cause or permit any Hazardous Material to be placed, held, transported, located, released or disposed of on, under, from, to, or at, any Property now or hereafter owned, leased or otherwise controlled directly or indirectly by any Company (for purposes of this Section 6.11, the"Subject Property"), or (ii) permit the Subject Property ever to be used (whether by any Company or any other Person) as set forth in Section 4.20(aa dump site or storage site (whether permanent or temporary) for any Hazardous Material. Without limitation of the Purchaser Disclosure ScheduleBank's Rights under the Loan Documents, Purchaser has the Bank and its representatives shall have the right, but not received the obligation, to enter upon the Subject Property or take such other actions as the Bank deems necessary or advisable to cleanup, remove, resolve or minimize the impact of, or otherwise deal with, any written Hazardous Discharge or Environmental Complaint upon the Bank's receipt of any notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of or other Person, asserting the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal existence of any Hazardous MaterialsDischarge or Environmental Complaint on or pertaining to the Subject Property which, that would if true, could result in Environmental Liability against Borrower, the Bank or would reasonably be expected to form otherwise which, in the basis sole opinion of any Environmental Claims having a Material Adverse Effectof them, could jeopardize any of their present or future Liens against or rights to the Subject Property. Except as set forth All costs and expenses incurred by the Bank in Section 4.20(c) the exercise of any such Rights shall become part of the Purchaser Disclosure ScheduleObligations and be payable upon demand, to together with interest on the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to unpaid portion thereof at the Closing Date that would reasonably be expected to have a Material Adverse EffectDefault Rate.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances, wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its Significant Subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances, to the wastes, pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice, and (ii) neither the basis Company nor any of its subsidiaries have incurred or are reasonably expected to incur any costs or liabilities under or relating to Environmental Claims having a Material Adverse Effect. Except Laws, except in the case of each of (i) and (ii) above, for any such matter as set forth would not, individually or in Section 4.20(c) of the Purchaser Disclosure Scheduleaggregate, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than any such proceeding regarding which it is reasonably believed that monetary sanctions of $100,000 or more will not be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or otherwise concerning hazardous or toxic substances, wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (z) have not received notice of any actual or potential liability or obligation of the Purchaser Disclosure ScheduleCompany or any of its subsidiaries under or relating to, Purchaser has not received or any written notice from any Governmental Authority of any outstanding actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth Each Company Party and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any such notice; (ii) there are no costs or liabilities associated with Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject Laws or relating to any Environmental Liability resulting from Company Party or any actions of their respective subsidiaries, except in the case of each of (i) and (ii) above, for any such matter as would not, individually or omissions thereof)in the aggregate, activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Registration Statement, Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against any Company Party or any of their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) none of the Company Parties or any of their respective subsidiaries are aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company Parties or any of their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are, and at all prior times were, in Section 4.20(acompliance with any and all applicable federal, state, local and foreign laws rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding violation of actual or potential liability under or relating to any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any Environmental Claims having such failure to comply with, or failure to receive required permits, licenses or approvals, or cost or liability as would not, individually or in the aggregate, have a Material Adverse Effect. Except Effect and (iii) except as set forth described in Section 4.20(c) each of the Purchaser Disclosure ScheduleTime of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws, including those in which a governmental entity is also a party, that individually or in the aggregate, if determined adversely to the knowledge Company or any of Purchaserits subsidiaries, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would could reasonably be expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (ai) Except as set forth The Company and its Affiliated Entities (x) are in Section 4.20(acompliance with all, and have not violated any, applicable national, federal, state, regional, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, or relating to the knowledge Company or its Affiliated Entities, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in each of the Pricing Disclosure Package and the Prospectus, (x) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its Affiliated Entities under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its Affiliated Entities are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its Affiliated Entities, and (z) none of the Company or its Affiliated Entities anticipates material capital expenditures relating to any Environmental Laws.

Certain Environmental Matters. (a) Except as set forth described in Section 4.20(a) each of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitationRegistration Statement, the ReleasePricing Disclosure Package and the Prospectus, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that as would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect: (i) there is no proceeding that is pending, or that is known by the Company or its subsidiaries to be threatened alleging potential liability under or responsibility for violation of any Environmental Law (as defined below) in which a Governmental Authority is also a party that is related to the respective businesses, operations and properties of the Company and its subsidiaries that the Company reasonably expects will result in fines or penalties in excess of $500,000; and their respective businesses, operations and properties are in compliance with applicable Environmental Laws; (ii) none of the properties currently or formerly owned or operated by the Company or its subsidiaries is listed or, to the knowledge of the Company, proposed for listing on the National Priorities List under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency or on any analogous state, local or foreign (non-U.S.) list; (iii) there are no and, to the knowledge of the Company, never have been any underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials (as defined below) are being or have been treated, stored or disposed on any property currently owned or operated by the Company or any of its subsidiaries that are not in compliance with applicable Environmental Law; (iv) there is no asbestos or asbestos-containing material on or at any property currently owned or operated by the Company or any of its subsidiaries requiring investigation, remediation, mitigation, removal, or assessment, or other response, remedial or corrective action, pursuant to Environmental Law (as defined below); (v) there have been no Releases (as defined below) of Hazardous Material on, at, under or from any property currently or, to the knowledge of the Company, formerly owned or operated by the Company or any of its subsidiaries; (vi) properties currently owned or operated by the Company or any of its subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (x) constitute a violation of, (y) require remediation or other corrective action under, or (z) could be reasonably expected to give rise to liability under, Environmental Laws, (vii) none of the Company or any of its subsidiaries is undertaking, and has not completed, either individually or together with other parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any location, either voluntarily or pursuant to the order of any Governmental Authority or the requirements of any Environmental Law; and (viii) all Hazardous Materials generated, used, treated, handled, or stored at, or transported or arranged for transport by or on behalf of the Company to or from, any property or facility currently or formerly owned or operated by the Company or any of its subsidiaries have been disposed of in a manner that would not reasonably be expected to result in a claim against, or require remediation or other corrective action by, the Company or its subsidiaries under any Environmental Law.

Certain Environmental Matters. Except as described in the Disclosure Package and the Final Prospectus under “8. Financial Information—A. Consolidated Statements and Other Financial Information—Legal Proceedings—Civil and Environmental Proceedings—Environmental Matters” or the financial statements and related notes thereto, (i) the Company, the Guarantor and each of their respective Subsidiaries (a) Except as set forth are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (b) have received and are in compliance with all, and have not violated any permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under applicable Environmental Laws to conduct their respective businesses; and (c) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form result in any such notice; and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the basis Company, the Guarantor or any of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(ctheir respective Subsidiaries; and (iii) of the Purchaser Disclosure Schedule, to the knowledge of Purchaserthe Company and the Guarantor, Purchaser (x) there is not nowno proceeding that is pending, or that is known to be contemplated, against the Company, the Guarantor or any of their respective Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding, (y) neither the Company, the Guarantor nor does Purchaser reasonably expect that it will beany of their respective Subsidiaries are aware of any facts or issues regarding compliance with Environmental Laws, subject or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, and (z) none of the Company, the Guarantor or any of their respective Subsidiaries anticipates material capital expenditures relating to any Environmental Liability resulting from any actions Laws except in the case of each of (or omissions thereofi), activities(ii) and (iii) above, circumstancesfor any such matters as would not, conditionsindividually or in the aggregate, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect.

Certain Environmental Matters. (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received The Company and its Subsidiaries have never owned any written notice from any Governmental Authority of any outstanding violation of any Environmental Lawsreal property. Except as set forth in Section 4.20(a) of the Purchaser disclosed on Sellers’ Disclosure ScheduleSchedules, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has or except as would not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Company Material Adverse Effect: (a) To the Knowledge of the Responsible Executive Officers of the Company, the Company and each of its Subsidiaries possess, and are in compliance with, all licenses, permits, exemptions, variances and government authorizations and have filed all notices that are required under local, state and federal Laws and regulations relating to protection of the environment, pollution control, product registration and Hazardous Substances, and the Company and each of its Subsidiaries are in compliance with all Environmental Laws. (b) Neither the Company nor any of its Subsidiaries has received notice of actual or threatened liability under Environmental Laws with respect to any on-site or off-site location. (c) Neither the Company nor any of its Subsidiaries has entered into or, agreed to or intends to enter into any consent decree or order, or is subject to any judgment, decree or judicial or administrative order relating to compliance with, or the cleanup of Hazardous Substances under, any applicable Environmental Laws. (d) Neither the Company nor any of its Subsidiaries has been subject to any administrative or judicial proceeding with respect to any applicable Environmental Laws either now or any time during the past five (5) years. (e) To the Knowledge of the Responsible Executive Officers of the Company, neither the Company nor any of its Subsidiaries is subject to any claim, obligation, liability, loss, damage or expense of whatever kind or nature, contingent or otherwise, incurred or imposed or based upon any provision of any Environmental Law and arising out of any act or omission of the Company or any of its Subsidiaries, its employees, agents or representatives or arising out of the ownership, use, control or operation by the Company or its Subsidiaries of any plant, facility, site, area or property (including, without limitation, any plant facility, site, area or property currently or previously owned or leased by the Company or any of its Subsidiaries) from which any Hazardous Substances were Released into the environment (the term “environment” meaning any surface or ground water, drinking water supply, soil, surface or subsurface strata or medium, or the ambient air). (f) To the Knowledge of the Responsible Executive Officers of the Company, without having conducted any investigation, all the real property currently or formerly leased by the Company or its Subsidiaries is free of contamination caused by the Company or its Subsidiaries by or from any Hazardous Substances caused by the Company or its Subsidiaries.

Certain Environmental Matters. Except as accurately disclosed in Section 4.15 of the Disclosure Statement: (a) Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority of any outstanding violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaserthe Company, Purchaser has the Company and each Company Subsidiary have complied, and remain in compliance, with the provisions of all material permitsEnvironmental Laws applicable to any of them or any of their respective presently owned or operated facilities, licenses sites or other properties, businesses and other governmental authorizationsoperations and which relate to the reporting by the Company and each Company Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, if anyHazardous Wastes or Hazardous Substances have been treated, required stored, disposed of Purchaser under or otherwise handled; (b) no release (as defined in the applicable Environmental Laws) at, and all such permitsfrom, licenses and other governmental authorizationsin or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as relevant facts were known to the effect relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not be applicable if the release had not occurred; (c) neither the Company nor any Company Subsidiary has transported or arranged for the transportation of any Solid Wastes, Hazardous Wastes or Hazardous Substances to, or disposed or arranged for the disposition of any Solid Wastes, Hazardous Wastes or Hazardous Substances at, any off-site location that could lead to any valid claim against the Company, any Company Subsidiary, WORK or Newco, as a potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to natural resources, personal injury or property damage, including any claim under -------- ------- any Environmental Laws or upon any such permitsCERCLA; and (d) no storage tanks exist, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaserthe Company, threatened against Purchaser. has existed, on or under any of the properties owned or operated by the Company or any Company Subsidiary from which any Solid Wastes, Hazardous Wastes or Hazardous Substances have been released into the surrounding environment. The Company has provided WORK with copies (cor if not available, accurate written summaries) To the knowledge of Purchaserall environmental investigations, there are no past or present actionsstudies, activitiesaudits, circumstances, conditions, events or incidents reviews and other analyses conducted by or involving Purchaseron behalf, includingor which otherwise are in the possession, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would reasonably be expected to form the basis of any Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure ScheduleCompany or any Company Subsidiary respecting any facility, to site or other property now or previously owned or operated by the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to Company or any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse EffectCompany Subsidiary.

Certain Environmental Matters. (ai) Except as set forth The Company and its subsidiaries (x) are in Section 4.20(acompliance with all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, requirements, decisions, judgments, decrees, orders and other legally enforceable requirements relating to pollution or the protection of occupational health or workplace safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of the Purchaser Disclosure Schedule, Purchaser has them under any Environmental Laws to conduct their respective businesses; and (z) have not received any written notice from any Governmental Authority of any outstanding actual or potential liability or obligation under or relating to, or any actual or potential violation of of, any Environmental Laws. Except as set forth in Section 4.20(a) , including for the investigation or remediation of the Purchaser Disclosure Scheduleany disposal or release of hazardous or toxic substances or wastes, to the pollutants or contaminants, and have no knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Environmental Laws, and all such permits, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaser, all such permits and other governmental authorizations currently held by Purchaser pursuant to Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty event or representation is made as to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, condition that would or would reasonably be expected to form the basis of result in any such notice, and (ii) there are no costs or liabilities to be incurred pursuant to Environmental Claims having a Material Adverse Effect. Except as set forth in Section 4.20(c) of the Purchaser Disclosure Schedule, Laws relating to the knowledge Company or its subsidiaries, except in the case of Purchasereach of (i) and (ii) above, Purchaser is not nowfor any such matter as would not, nor does Purchaser reasonably expect that it will beindividually or in the aggregate, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would reasonably be expected to have a Material Adverse Effect; and (iii) except as described in the Prospectus and the Registration Statement, (x) there is no proceeding that is pending, or that is known to the Company or its subsidiaries to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (y) the Company and its subsidiaries are not aware of any facts or circumstances regarding their compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect and (z) none of the Company or its subsidiaries expects to incur material capital expenditures in order to comply with Environmental Laws.

Certain Environmental Matters. (a) Except as set forth disclosed in Section 4.20(aSchedule 4.20, (i) no Company (A) is aware of, received notice of the Purchaser Disclosure Schedule, Purchaser has not received any written notice from any Governmental Authority or otherwise learned of any outstanding Environmental Complaint or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect; (B) has any threatened or actual liability (contingent, direct or otherwise) in connection with the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Hazardous Material, or other substance which could individually or in the aggregate have a Material Adverse Effect; (C) is aware of, received notice of or otherwise learned of any federal or state investigation evaluating whether any remedial action is needed to respond to a release or threatened release, and/or the generation, handling, treatment, storage, disposal or transportation of any Hazardous Material for which such Company is or may be liable; and (D) is in violation of any Environmental Laws. Except as set forth in Section 4.20(a) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser has all material permits, licenses and other governmental authorizations, if any, required of Purchaser under applicable Judgment or Litigation based upon Environmental Laws, and all or subject to any such permitsJudgment or Litigation; (ii) each Company (A) has, licenses and other governmental authorizations, if any, are in good standing and in full force and effect, and Purchaser has not received any written notice from any Governmental Authority respecting any outstanding violation of the terms and conditions thereof. To the knowledge of Purchaserall permits, all such permits licenses, approvals and other governmental authorizations currently held by Purchaser pursuant to necessary for the use and operation of its Property, including, the generation, handling, treatment, storage, disposal, transportation or release of any Hazardous Material; and (B) is in compliance with all Environmental Laws, if any, are identified in Section 4.20(a) of the Purchaser Disclosure Schedule; PROVIDED, HOWEVER, no warranty or representation is made as except to the effect under -------- ------- any Environmental Laws or upon any such permits, licenses or authorizations of extent the transfer of the Stock and/or transactions contemplated by this Agreement. (b) No Environmental Claims have actually been asserted or initiated and are pending or, failure to the knowledge of Purchaser, threatened against Purchaser. (c) To the knowledge of Purchaser, there are no past or present actions, activities, circumstances, conditions, events or incidents by or involving Purchaser, including, without limitation, the Release, threatened Release, emissions, discharge, presence or disposal of any Hazardous Materials, that would or would so comply could not reasonably be expected to form the basis of any Environmental Claims having have a Material Adverse Effect. Except as set forth Effect or to result in Section 4.20(c) of the Purchaser Disclosure Schedule, to the knowledge of Purchaser, Purchaser is not now, nor does Purchaser reasonably expect that it will be, subject to any Environmental Liability resulting from any actions (or omissions thereof), activities, circumstances, conditions, events or incidents by or involving Purchaser prior to the Closing Date that would could reasonably be expected to have a Material Adverse Effect; and (iii) all Properties of each Company are free from any Hazardous Material and Environmental Liens. There have been no environmental investigations, studies, audits, tests, reviews or other analyses conducted by or on behalf of, or which are in the possession or knowledge of, any Company, or any of such Company’s predecessors, in relation to any Property now or previously owned or leased by such Company, or any of such Company’s predecessors, which have not been (y) made available to any Bank or its agents, employees or contractors; and (z) listed in Schedule 4.20. No Company has received a notice of any Environmental Liability, Environmental Lien or Environmental Complaint other than those that have been provided to the Agent and listed in Schedule 4.20.