Common use of Certain Environmental Matters Clause in Contracts

Certain Environmental Matters. Except as disclosed in Schedule 4.20, (i) no Company (A) is aware of, and has not received notice or otherwise learned of, any 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 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 to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that 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. Except Since January 23, 1984, and to the knowledge of the Selling Stockholders prior to that date, (a) except as accurately disclosed in Schedule 4.204.15(a), (i) no the Company (A) is aware ofand each Company Subsidiary have complied, and has not received notice remain in compliance in all Material respects, with the provisions of all Environmental Laws applicable to any of them or otherwise learned ofany of their respective presently owned or operated facilities, sites, or other properties, businesses, and operations; (b) except as accurately disclosed in Schedule 4.15(b), no Hazardous Substances have been disposed of or released at, from, in, or on any site owned or operated by the Company or any Company Subsidiary in violation of applicable Environmental Complaint Laws; (c) except as accurately disclosed in Schedule 4.15(c), neither the Company nor any Company Subsidiary (or Environmental Liability which could individually any agent or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Hazardous MaterialSubstances to, or other substance which could individually disposed or in arranged for 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 disposition of any Hazardous Material Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, IDG, or any Affiliate or Subsidiary of IDG, as a potentially responsible party or otherwise, for which such Company is any clean-up costs, remedial work, damage to natural resources, personal injury, or may be liableproperty damage, (D) is in violation of including any Judgment or Litigation based upon claim under 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 to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effect; and (iid) all Properties except as accurately disclosed in Schedule 4.15(d), no storage tanks existed or exist on or under any of each the properties owned, leased, or operated by the Company are free or any Company Subsidiary from which any Hazardous Material and Environmental Liens. There Substances could have been no released into the surrounding environment. The Company has provided IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, testsreviews, reviews or inspections, and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Company or knowledge ofany Company Subsidiary respecting any facility, any Companysite, or any of such Company's predecessorsother property presently owned, in relation to any Property now or previously owned or leased by such Companyleased, or operated by the 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 4.20Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company and each Company Subsidiary have complied, and remain in compliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations 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, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the 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 that release had not occurred; (Ac) is aware of, and has not received notice neither the Company nor any Company Subsidiary (or otherwise learned of, any Environmental Complaint agent or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Company, any Company Subsidiary or LitigationApple, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each the properties owned or operated by the Company are free or any Company Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Company or any of such Company's predecessorsCompany Subsidiary respecting any facility, in relation to any Property now site or previously other property presently owned or leased operated 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 the Company and (z) listed in Schedule 4.20. No each 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 4.20Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company and each Company Subsidiary have complied, and are in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations 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, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (A) is aware of, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or as defined in the aggregate have a Material Adverse Effectapplicable Environmental Laws) at, (B) from, in or on any site owned or leased by the Company or any Company Subsidiary has threatened occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or actual liability (contingent, direct or otherwise) in connection with other consequences that would not be applicable if the release had not occurred; (c) neither the Company nor any Company Subsidiary has transported or threatened release, generation, handling, treatment, storage, disposal or arranged for the transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 to the extent the failure to so comply off-site location that reasonably could not reasonably be expected to have lead to any valid claim against the Company, any Company Subsidiary, OEI or Newco, as a Material Adverse Effect potentially responsible party or otherwise, for any clean-up costs, remedial work, damage to result in natural resources, personal injury or property damage, including any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist, or, to the knowledge of each the Company, has existed, on or under any of the properties owned or operated by the Company are free or any Company Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided OEI with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Company or any of such Company's predecessorsCompany Subsidiary respecting any facility, in relation to any Property site or other property now or previously owned or leased operated 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 the Company and (z) listed in Schedule 4.20. No each 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 4.20Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Seller, the Seller and each Seller Subsidiary have complied, and remain in compliance, to the knowledge of the Seller, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Seller and each Seller Subsidiary of all sites presently owned or operated by any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (Aas defined in those Environmental Laws) is aware ofat, and from, in or on any site owned or operated by the Seller or any Seller Subsidiary has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not received notice be applicable if that release had not occurred; (c) neither the Seller nor any Seller Subsidiary (or otherwise learned of, any Environmental Complaint agent or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Seller, any Seller Subsidiary or LitigationApple, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each Company are free the properties owned or operated by the Seller or any Seller Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Seller has provided Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Seller or any of such Company's predecessorsSeller Subsidiary respecting any facility, in relation to any Property now site or previously other property presently owned or leased operated 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 the Seller 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 4.20each Seller Subsidiary.

Certain Environmental Matters. Except as disclosed in set forth on Schedule 4.204.24 hereto, (ia) to the knowledge of the Company, the Company Group has complied, and remains in compliance, with the provisions of all Environmental Laws (as defined below) applicable to it or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company Group of all sites presently owned or operated by any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances (as defined below) have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in the applicable Environmental Laws) at, from, in or on any site owned or operated by the Company Group has occurred which, if all relevant facts were known to the 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; (Ac) is aware of, and the Company has not received notice transported or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in arranged for 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 Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment valid claim against the Company, Purchaser or LitigationNewco, 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 the Comprehensive Environmental Response, Conservation and Liability Act of 1980 (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 to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effect"CERCLA"); and (iid) all Properties no storage tanks exist, or, to the knowledge 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, have existed, on or under any of such Company's predecessors, in relation to any Property now or previously the properties owned or leased operated by such Company, or any of such Company's predecessors, the Company Group from 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.any

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company has complied, and remains in compliance, with the provisions of all Environmental Laws applicable to it or any of it presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Company of all sites presently owned or operated by any of it where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no release (as defined in the applicable Environmental Laws) at, from, in or on any site owned or operated by the Company has occurred which, if all relevant facts were known to the 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; (Ac) is aware of, and the Company has not received notice transported or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in arranged for 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 Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment valid claim against the Company, Purchaser or LitigationNewco, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist, or, to the knowledge of each the Company, has existed, on or under any of the properties owned or operated by the Company are free from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Company respecting any facility, site or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property other property now or previously owned or leased operated by such the 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. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company and each Company Subsidiary have complied, and remain in compliance, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations 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, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (A) is aware of, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or as defined in the aggregate have a Material Adverse Effectapplicable Environmental Laws) at, (B) from, in or on any site owned or operated by the Company or any Company Subsidiary has threatened occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or actual liability (contingent, direct or otherwise) in connection with other consequences that would not be applicable if the release had not occurred; (c) neither the Company nor any Company Subsidiary has transported or threatened release, generation, handling, treatment, storage, disposal or arranged for the transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment valid claim against the Company, any Company Subsidiary, WORK or LitigationNewco, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist, or, to the knowledge of each the Company, has existed, on or under any of the properties owned or operated by the Company are free or any Company Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided WORK with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Company or any of such Company's predecessorsCompany Subsidiary respecting any facility, in relation to any Property site or other property now or previously owned or leased operated by such Company, the 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 4.20Subsidiary.

Certain Environmental Matters. Except as disclosed described in Schedule 4.20each of the Registration Statement, (i) no Company (A) is aware of, the Pricing Disclosure Package and has not received notice or otherwise learned of, any 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 Hazardous MaterialProspectus, 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 to the extent the failure to so comply could as would not reasonably be expected to have a Material Adverse Effect 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 Liability 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 could would not reasonably be expected to have result in 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 investigationsclaim against, studies, audits, tests, reviews or require remediation or other analyses conducted by or on behalf ofcorrective action by, 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 Company or its agents, employees or contractors and (z) listed in Schedule 4.20. No Company has received a notice of subsidiaries under any Environmental Liability, Environmental Lien or Environmental Complaint other than those which have been provided to the Bank and listed in Schedule 4.20Law.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company and each Company Subsidiary have complied, and remain in compliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations 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, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (A) is aware of, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or as defined in the aggregate have a Material Adverse Effectapplicable Environmental Laws) at, from, in or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the 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 that release had not occurred; (Bc) neither the Company nor any Company Subsidiary has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment valid claim against the Company, any Company Subsidiary, TMI or LitigationNewco, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each the properties owned or operated by the Company are free or any Company Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided TMI with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Company or any of such Company's predecessorsCompany Subsidiary respecting any facility, in relation to any Property now site or previously other property presently owned or leased operated 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 the Company and (z) listed in Schedule 4.20. No each 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 4.20Subsidiary.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.204.16 of the Disclosure Statement, (ia) no to the knowledge of the Company (A) is aware ofand the Management Stockholders, the Company and each Company Subsidiary have complied, and has not received notice remain in compliance, with the provisions of all Environmental Laws applicable to any of them or otherwise learned ofany of their respective presently owned or operated facilities, sites, or other properties, businesses, and operations; (b) except as accurately disclosed in Schedule 4.16(b), no Hazardous Substances have been disposed of or released at, from, in, or on any site owned or operated by the Company or any Company Subsidiary in violation of applicable Environmental Complaint Laws; (c) except as accurately disclosed in Schedule 4.16(c), neither the Company nor any Company Subsidiary (or Environmental Liability which could individually any agent or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Hazardous MaterialSubstances to, or other substance which could individually disposed or in arranged for 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 disposition of any Hazardous Material Substances at, any off-site location that could lead to any claim against the Company, any Company Subsidiary, IDG, or any Affiliate or Subsidiary of IDG, as a potentially responsible party or otherwise, for which such Company is any clean-up costs, remedial work, damage to natural resources, personal injury, or may be liableproperty damage, (D) is in violation of including any Judgment or Litigation based upon claim under 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 to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effect; and (iid) all Properties except as accurately disclosed in Schedule 4.16(d), no storage tanks existed or exist on or under any of each the properties owned, leased, or operated by the Company are free or any Company Subsidiary from which any Hazardous Material and Environmental Liens. There Substances could have been no released into the surrounding environment. The Company has provided IDG with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, testsreviews, reviews or inspections, and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Company or knowledge ofany Company Subsidiary respecting any facility, any Companysite, or any of such Company's predecessorsother property presently owned, in relation to any Property now or previously owned or leased by such Companyleased, or operated by the 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 4.20Subsidiary.

Certain Environmental Matters. Except as disclosed described in Schedule 4.20the Registration Statement, (i) no Company (A) is aware ofthe Pricing Disclosure Package and the Prospectus or as would not, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in the aggregate have aggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Company and the Company’s subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws (B) has threatened or actual liability (contingentas defined below), direct or otherwise) which compliance includes, without limitation, having obtained and being in connection compliance with the release or threatened releaseany permits, generation, handling, treatment, storage, disposal or transportation of any Hazardous Material, licenses or other substance which could individually governmental authorizations or in the aggregate have a Material Adverse Effect, (C) is aware ofapprovals, and has received notice having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company 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 Company’s subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) none of the Company or subject to any such Judgment of the Company’s subsidiaries have received any written communication, whether from a Governmental Entity, citizens group, employee or Litigationotherwise, (E) is in violation that alleges that the Company or any of any permitsthe Company’s subsidiaries, licensesas applicable, 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 Law which was received within two years prior to the extent date hereof and 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 failure Company or any of the Company’s subsidiaries have received material written notice, and no written notice by 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 so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability Law pending or, to the best of the Company’s knowledge, threatened against 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; (iv) 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 the Company, there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release (as defined below) or threatened Release of any Materials of Environmental Concern (as defined below), that 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.be

Certain Environmental Matters. Except as disclosed described in Schedule 4.20the Registration Statement, (i) no Company (A) is aware ofthe Pricing Disclosure Package and the Prospectus or as would not, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in the aggregate have aggregate, reasonably be expected to result in a Material Adverse Effect: (i) the Company and the Company’s subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws (B) has threatened or actual liability (contingentas defined below), direct or otherwise) which compliance includes, without limitation, having obtained and being in connection compliance with the release or threatened releaseany permits, generation, handling, treatment, storage, disposal or transportation of any Hazardous Material, licenses or other substance which could individually governmental authorizations or in the aggregate have a Material Adverse Effect, (C) is aware ofapprovals, and has received notice having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company 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 Company’s subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (ii) none of the Company or subject to any such Judgment of the Company’s subsidiaries have received any written communication, whether from a Governmental Entity, citizens group, employee or Litigationotherwise, (E) is in violation that alleges that the Company or any of any permitsthe Company’s subsidiaries, licensesas applicable, 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 Law which was received within two years prior to the extent date hereof and 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 failure Company or any of the Company’s subsidiaries have received written notice, and no written notice by 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 so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected Law pending or, to have the best of the Company’s knowledge, threatened against 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; (iv) 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 Material Adverse Effectparty 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 (iivi) all Properties to the best knowledge 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, there are no past or any of such Company's predecessorspresent actions, in relation to any Property now activities, circumstances, conditions or previously owned or leased by such Companyoccurrences, or any of such Company's predecessorsincluding, which have not been without limitation, the Release (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.as defined

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Owner, the Owner has complied, and remains in compliance, to the knowledge of the Owner, with the provisions of all Environmental Laws applicable to the Owner or any of his presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Owner of all sites presently owned or operated by any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (Aas defined in those Environmental Laws) is aware ofat, and from, in or on any site owned or operated by the Owner has occurred which, if all relevant facts were known to the 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 that release had not occurred; (c) the Owner has not received notice (nor has any agent or otherwise learned of, any Environmental Complaint contractor of the Owner) transported or Environmental Liability which could individually or in arranged for 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 Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Owner or LitigationApple, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each Company are free the properties owned or operated by the Owner from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Owner has provided Apple with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Owner respecting any facility, site or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously other property presently owned or leased operated 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 4.20Owner.

Certain Environmental Matters. Except as disclosed in Schedule 4.20, (i) no Company (A) is aware of, and or has not received notice or otherwise learned of, any 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 Hazardous Material, or other substance which could individually or in the aggregate have a Material Adverse Effect, (C) is aware of, and 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 Judgment or Litigation based upon Environmental Laws, or subject to any such Judgment or Litigation, (E) is does not have in violation of any full force and effect, all 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(Fand (F) is not in violation of any compliance with all Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that 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 Agent and listed in Schedule 4.20.

Certain Environmental Matters. Except as disclosed in Schedule 4.20, (i) no Company (A) is aware of, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (B) has no 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 not aware of, and has not 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 not in violation of any Judgment or Litigation based upon Environmental Laws, or subject to any such Judgment or Litigation, (E) is has, in violation of any full force and effect, all 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(Fand (F) is in violation of any compliance with all Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that 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.Company

Certain Environmental Matters. Except as disclosed in Schedule 4.203.15, (ia) OSI has complied in all material respects, and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to OSI or any of its presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by OSI of all sites presently owned or operated by OSI where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no Company release (Aas defined in those Environmental Laws) is aware ofat, and from, in or on any site owned or operated by OSI has occurred which, if all relevant facts were known to the 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 that release had not occurred; (c) OSI (or any agent or contractor of OSI) has not received notice transported or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in arranged for 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 Hazardous Materialsolid wastes, hazardous wastes or hazardous substances to, as such terms are defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980 and the Resource Conservation and Recovery Act of 1976, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effect, (C) is aware of, and has received notice or otherwise learned ofdisposition thereof, 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 off-site location that could lead to any such Judgment claim against OSI, T-NDE or Litigationany Subsidiary of T-NDE, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each Company are free the properties owned or operated by OSI from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. OSI has provided T-NDE with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of OSI respecting any facility, site or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously other property presently owned or leased operated 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 4.20OSI.

Certain Environmental Matters. Except To the best knowledge of the Company and its officers, except as disclosed in Schedule 4.202.14: (a) the Company has complied in all material respects, and remains in compliance in all material respects, with the provisions of all Environmental Laws applicable to the Acquired Business or any of the Assets and which relate to the reporting by the Company of all sites presently owned or operated by it and included (ior a lease of which is included) in the Assets where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (b) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by the Company and included (Aor a lease of which is included) is aware of, and has not received notice or otherwise learned of, any Environmental Complaint or Environmental Liability which could individually or in the aggregate have a Material Adverse EffectAssets has occurred which, if all relevant facts were known to the 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 that release had not occurred; (Bc) neither the Company nor any agent or contractor of the Company has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Acquired Business, Purchaser or Litigationany Subsidiary of Purchaser, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each the properties owned or operated by the Company are free and included (or a lease of which is included) in the Assets from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided Purchaser with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Company respecting any facility, site or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously other property presently owned or leased operated by such Company, the Company and included (or any a lease of such Company's predecessors, which have not been (yis included) 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 4.20Assets.

Certain Environmental Matters. Except as disclosed in Schedule 4.20SCHEDULE 3.13(a): (a) the Sellers and the Predecessors have complied in all material respects, and remain in compliance in all material respects, with the provisions of all Environmental Laws applicable to either of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations and which relate to the reporting by the Sellers of all sites presently owned or operated by any of them where Solid Wastes, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no Company release (Aas defined in those Environmental Laws) is aware ofat, and from, in or on any site owned or operated by the Sellers has occurred which, if all relevant facts were known to the relevant Governmental Authorities, reasonably could be expected to require remediation to avoid deed record notices, restrictions, liabilities or other consequences that would not received notice be applicable if that release had not occurred; (c) neither of the Sellers nor any of the Predecessors (or otherwise learned of, any Environmental Complaint agent or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Sellers, SLL, Buyer or Litigationany other Subsidiary of SLL, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each Company are free the properties owned or operated by the Sellers from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. SCHEDULE 3.13(b) lists all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession possession, of the Sellers respecting any facility, site or knowledge of, any Company, or any of such Company's predecessors, in relation to any Property now or previously other property presently owned or leased operated by such Companythe Sellers, or any copies of such Company's predecessors(or, which have if not been (yavailable, accurate written summaries) 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 4.20SLL.

Certain Environmental Matters. Except as disclosed in Schedule 4.20, (i) no Company (A) is aware of, and has not received notice of or otherwise learned of, of any 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, and has received notice of or otherwise learned of, 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 Judgment or Litigation based upon Environmental Laws, or subject to any such Judgment or Litigation; (ii) each Company (A) has, (E) is in violation of any full force and effect, all 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; and (B) is in violation of any compliance with all Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effect; and (iiiii) 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 ’s predecessors, in relation to any Property now or previously owned or leased by such Company, or any of such Company's ’s predecessors, which have not been (y) made available to any Bank or its agents, employees or contractors 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 that have been provided to the Bank Agent and listed in Schedule 4.20.

Certain Environmental Matters. Except as accurately disclosed in Schedule 4.20Section 4.15 of the Disclosure Statement: (a) to the knowledge of the Company, the Company and each Company Subsidiary have complied, and remain in compliance, to the knowledge of the Company, with the provisions of all Environmental Laws applicable to any of them or any of their respective presently owned or operated facilities, sites or other properties, businesses and operations 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, Hazardous Wastes or Hazardous Substances have been treated, stored, disposed of or otherwise handled; (ib) no release (as defined in those Environmental Laws) at, from, in or on any site owned or operated by the Company or any Company Subsidiary has occurred which, if all relevant facts were known to the 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 that release had not occurred; (Ac) is aware of, and has not received notice neither the Company nor any Company Subsidiary (or otherwise learned of, any Environmental Complaint agent or Environmental Liability which could individually or in the aggregate have a Material Adverse Effect, (Bcontractor of either) has threatened transported or actual liability (contingent, direct or otherwise) in connection with arranged for the release or threatened release, generation, handling, treatment, storage, disposal or transportation of any Solid Wastes, Hazardous MaterialWastes or Hazardous Substances to, or other substance which could individually disposed or in arranged for the aggregate have a Material Adverse Effectdisposition of any Solid Wastes, (C) is aware of, and has received notice Hazardous Wastes or otherwise learned ofHazardous Substances at, 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 off-site location that could lead to any such Judgment claim against the Company, any Company Subsidiary, ARS or LitigationNewco, (E) is in violation of as a potentially responsible party or otherwise, for any permitsclean-up costs, licensesremedial work, approvals and other authorizations necessary for the use and operation of its Propertydamage to natural resources, includingpersonal injury or property damage, the generation, handling, treatment, storage, disposal, transportation or release of including any Hazardous Material, and(F) is in violation of any Environmental Laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect or to result in any Environmental Liability that could reasonably be expected to have a Material Adverse Effectclaim under CERCLA; and (iid) all Properties no storage tanks exist on or under any of each the properties owned or operated by the Company are free or any Company Subsidiary from which any Solid Wastes, Hazardous Material and Environmental Liens. There Wastes or Hazardous Substances have been no released into the surrounding environment. The Company has provided ARS with copies (or if not available, accurate written summaries) of all environmental investigations, studies, audits, tests, reviews or and other analyses conducted by or on behalf ofbehalf, or which otherwise are in the possession or knowledge ofpossession, any Company, of the Company or any of such Company's predecessorsCompany Subsidiary respecting any facility, in relation to any Property now site or previously other property presently owned or leased operated 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 the Company and (z) listed in Schedule 4.20. No each 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 4.20Subsidiary.