Common use of Environmental and Safety Matters Clause in Contracts

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times has complied in all material respects and is in material compliance with all Environmental Laws, including but not limited to all Permits required by Environmental Laws for the conduct of the business operations of the Company and the disposition of all hazardous materials in accordance with all applicable Environmental and Safety Requirements, which compliance Laws. The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any noticeoutstanding and unresolved written or oral notices, report, order, reports or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety RequirementsLaws by the Company, or any liability Liabilities or potential liability Liabilities, including any remedial obligations, relating to any of them or their facilities arising under Environmental Laws. The Company is not a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Safety RequirementsLiability Act of 1980, in effect as amended, or any analogous state, local or foreign applicable Laws arising out of events occurring prior to and as the Closing Date. To the Knowledge of the date of the applicable ClosingCompany, relating to the businessno facts, the Owned Real Property events or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities conditions relating to the past or current present facilities, properties or operations of the Company, or facilities any geologically or hydrologically adjoining properties, shall prevent, hinder or limit the Company’s continued compliance with Environmental Laws, give rise to any remedial obligations of the Company pursuant to Environmental Laws, or give rise to any other Liabilities of the Company pursuant to Environmental Laws, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, personal injury, property damage or natural resources damage. To the Knowledge of Company, there have not been in the past and all of its Subsidiariesare not now any underground tanks or underground improvements, in each case which are in its possession including treatment or storage tanks, sumps, or water, gas or oil wxxxx; polychlorinated biphenyls; or asbestos or asbestos-containing materials at, on or under its reasonable controlany of the Leased Real Property. The Company has delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by the Company pertaining to hazardous materials in, on, under, or migrating to or from any of the Leased Real Property, or concerning compliance by the Company, or any other Person for whose conduct the Company is or may be held responsible, under Environmental Law.

Environmental and Safety Matters. (a) The Except as set forth in Section (i) of the ENVIRONMENTAL SCHEDULE, the Company has complied with and its Subsidiaries have at all times complied is currently in compliance in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities non-compliance with which will or threatens to impose a material liability on the Company, and the operation Company has not received any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or any of their respective businessesits properties or facilities. (b) Except as set forth in Section 4.27(b(ii) of the Disclosure ScheduleENVIRONMENTAL SCHEDULE, since February 19without limiting the generality of the foregoing, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding anyobtained and complied with, and is not subject currently in compliance in all material respects with, all material permits, licenses and other authorizations that are required pursuant to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements for the occupancy of its properties or any liability facilities or potential liability arising under Environmental and Safety Requirements, in effect prior to and as the operation of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyits businesses. (c) Except as set forth in Section 4.27(c(iii) of the Disclosure ScheduleENVIRONMENTAL SCHEDULE, neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations on the Company nor for site investigation or cleanup, or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (d) Except as set forth in Section (iv) of its Subsidiaries the ENVIRONMENTAL SCHEDULE, none of the following exists at any property or facility owned, occupied or operated by the Company: (1) underground storage tanks or surface impoundments; (2) asbestos-containing materials friable; or (3) materials or equipment containing friable polychlorinated biphenyls. (e) Except as set forth in Section (v) of the ENVIRONMENTAL SCHEDULE, the Company has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedhandled or Released any Hazardous Materials, or exposed any Person toowned, any substance (including without limitation any hazardous substance), owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to liabilities of the Company for response costs, natural resource damages or attorneys fees pursuant to CERCLA or any current -38- other Environmental and Safety Requirements. (f) Without limiting the generality of the foregoing, to the knowledge of the Company, no facts, events or future liabilities under conditions relating to the past or present properties, facilities or operations of the Company shall prevent, hinder or limit in any material respect continued compliance with Environmental and Safety Requirements, give rise to any corrective, investigatory or remedial obligations pursuant to Environmental and Safety Requirements in effect at the time or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements (including, without limitation, those liabilities relating to onsite or offsite Releases or threatened Releases of such treatmentHazardous Materials, storagesubstances or wastes, disposalpersonal injury, transportation, handling, release property damage or exposurenatural resources damage). (dg) Except as set forth in Section 4.27(d(vii) of the Disclosure ScheduleENVIRONMENTAL SCHEDULE, neither the Company nor any has not, either expressly or by operation of its Subsidiaries has assumedlaw, undertaken, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eh) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental auditsany property owned, reports, assessments and all other documents materially bearing on environmental, health leased or safety liabilities relating to operated by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(bthe Schedule of Exceptions: (i) The Company has obtained the Environmental Permits. (ii) The Company is in material compliance with the terms and conditions of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, all such Environmental Permits and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of in material compliance with all Environmental and Safety RequirementsLaws. (iii) With respect to the Company, no notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, and no penalty has been assessed or, to the Company's best knowledge, no investigation, notice, notification, demand, request for information, citation, summons or order is pending or threatened by any Person with respect to any alleged failure to obtain any material Environmental Permits or any material violation of any Environmental and Safety Laws, or with respect to the generation, treatment, storage, recycling, transportation, discharge or disposal, or any liability Release or potential liability arising under threatened Release, of any Hazardous Materials (except in the ordinary course of business in material compliance with all Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real PropertyLaws). (civ) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for No property or permitted the disposal of, transported, handled, released, facility now or exposed any Person to, any substance (including without limitation any hazardous substance), previously owned or operated by the Company has been or is presently operated (during the period owned or used by the Company) in a manner which requires permitting as a hazardous waste treatment, storage or disposal facility for purposes of RCRA or any analogous state law. (v) To the best of the Company's knowledge, none of the following is present at any property or facility now owned or operated by the Company (except to the extent such presence could not reasonably result in a material liability): (i) polychlorinated biphenyls contained in electrical or other equipment; (ii) asbestos-containing insulation or building material; or (iii) active or inactive underground storage tanks. (vi) The Company has not transported or arranged for the transportation of any Hazardous Material to any location which is on the CERCLA National Priorities List (or proposed for such listing), the CERCLIS List or any similar state list or which is the subject of federal, state or local enforcement actions or other investigations which could be expected to lead to claims against the Company under any Environmental and Safety Laws. (vii) There has been contaminated no Release of Hazardous Materials into the environment at or from any property or facility now or, to the best knowledge of the Company, previously owned or operated by any substance, the Company so as to give rise to any current material present or future liabilities liability or obligation under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureLaws. (dviii) Except as set forth in Section 4.27(d) No Liens have arisen under or pursuant to any Environmental and Safety Laws on any property or facility now or previously owned or operated by the Company, and to the best knowledge of the Disclosure ScheduleCompany, neither no governmental actions have been taken or are in process which could subject any such properties or facilities to such Liens, and the Company nor would not be required to place any notice or restriction relating to the presence of its Subsidiaries Hazardous Materials in any deed to such property or facility. (ix) The Company has assumednot, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect to, any material liability or corrective or remedial obligation of any other Person relating to Environmental and Safety RequirementsLaws. (ex) The Company has furnished to Investor true and correct copies Without limiting the generality of all environmental auditsthe foregoing, reportsthere are no other facts, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past (during the period owned or current operations used by the Company) or present operations, properties or facilities of the Company which could reasonably be expected to give rise to any material liability or investigatory, corrective or remedial obligation under any Environmental and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSafety Laws.

Environmental and Safety Matters. Except as set forth on the attached "Environmental Schedule": (ai) The Company has complied, and its Subsidiaries have at all times complied is in compliance, in all material respects respects, with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (bii) Except as set forth in Section 4.27(b) The Company has not received any material written or oral notice, report or other information, aside from such of the Disclosure Scheduleforegoing which have been substantially settled or otherwise resolved, since February 19, 2008, neither the Company nor regarding any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged material violation of Environmental and Safety Requirements, or any liability material liabilities or potential liability potentially material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to its past or current business or facilities and arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (ciii) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that has given or would give rise to material liabilities, including any current material liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertakenattorney fees, or provided any indemnity with respect toinvestigative, any liability of corrective or remedial obligations, pursuant to CERCLA or the Solid Waste Disposal Act, as amended ("SWDA") or any other Person relating to Environmental and Safety Requirements. (eiv) The Company has furnished not, either expressly or by operation of law, assumed or undertaken any material liability, including without limitation any material obligation for corrective or remedial action, of any other Person arising under Environmental and Safety Requirements. (v) The Company has provided Purchaser all material environmental study, assessment, audit and analytical reports in their possession or under their reasonable control relating to Investor true and correct copies the past or current properties or facilities of all environmental audits, reports, assessments the Company and all other documents materially bearing on environmental, health environmental compliance or safety liabilities liability issues relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. Except as set forth on the attached Environmental and Safety Matters Schedule: (ai) The Company Each Security Party and its Subsidiaries have at all times complied and are in compliance in all material respects with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which each Security Party and its Subsidiaries have obtained and complied with, and are in compliance has included obtaining and complying with, in all material respects at respects, all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesbusiness; a list of all such permits, licenses and other authorizations is set forth on the Environmental and Safety Matters Schedule. (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor No Security Party or any of its Subsidiaries has received any written or oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged material violation of Environmental and Safety Requirements, or any liability material liabilities or potential liability material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to such Security Party or any of its Subsidiaries or their facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned or operated by each Security Party and its Subsidiaries : (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, neither the Company nor surface impoundments, or disposal areas. (v) No Security Party or any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance) in a manner that has given or could give rise to material liabilities of such Security Party or its Subsidiaries, so including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended or any other Environmental and Safety Requirements. (vi) No facts, events or conditions relating to the past or present facilities, properties or operations of each Security Party or its Subsidiaries will prevent, hinder or limit continued compliance in all material respects with Environmental and Safety Requirements, give rise to any current investigatory, remedial or future liabilities under any corrective obligations pursuant to Environmental and Safety Requirements in effect at the time Requirements, or give rise to any other material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite releases or threatened releases of such treatmenthazardous materials, storagesubstances or wastes, disposalpersonal injury, transportation, handling, release property damage or exposurenatural resources damage. (dvii) Except as set forth in Section 4.27(d) Neither this Agreement nor the consummation of the Disclosure Scheduletransaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, neither the Company nor or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (viii) No Security Party or its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth in Schedule 3.10: (a) The Company With respect to the Business and its Subsidiaries have at all times the Acquired Assets, Seller has complied and is in all material respects compliance with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which Seller has obtained and complied with and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses licenses, approvals, and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesthe Business and/or use of the Acquired Assets, subject to such exceptions as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and all such permits, licenses, approvals and authorizations may be relied upon by Buyer for lawful operation of the Business on and after the Closing without transfer, reissuance or other governmental action. A list of all such material permits, licenses, approvals, accreditations, certifications and other authorizations is set forth on Schedule 3.10. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Seller has not received any written or oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, arising under Environmental and Safety Requirements, in effect prior to Requirements and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real PropertyBusiness. (cd) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility operated by Seller in connection with the Acquired Assets; (i) Underground storage tanks; (ii) Asbestos-containing material in any form or condition; (iii) Materials or equipment containing polychlorinated biphenyls; or (iv) Surface impoundments or other waste disposal units. (e) With respect to the Business and/or the Acquired Assets, neither the Company Seller nor any of its Subsidiaries affiliates or, to Seller’s knowledge, predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, of transported, handledhandled or released any substance, released, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance), so as to give rise to any current liabilities (including liabilities for response costs, natural resource damages or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertakenattorneys fees), or provided any indemnity with respect toinvestigatory, any liability corrective or remedial obligations, under the Comprehensive Environmental Response, Compensation and Liability Act of any 1980, as amended (“CERCLA”), or other Person relating to Environmental and Safety Requirements. (ef) The Company With respect to the Acquired Assets, Seller has furnished not, either expressly or, to Investor true and correct copies its knowledge, by operation of all environmental auditslaw, reportsassumed, assessments and all undertaken, other documents materially bearing on environmentalotherwise become subject to any liability, health including any obligation for corrective or safety liabilities remedial action, relating to the past or current operations or facilities of the Company Environmental and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSafety Requirements.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times has complied in all material respects and is in material compliance with all Environmental Laws, including but not limited to all Permits required by Environmental Laws for the conduct of the business operations of the Company and the disposition of all hazardous materials in accordance with all applicable Environmental and Safety Requirements, which compliance Laws. The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any noticeoutstanding and unresolved written or oral notices, report, order, reports or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety RequirementsLaws by the Company, or any liability Liabilities or potential liability Liabilities, including any remedial obligations, relating to any of them or their facilities arising under Environmental Laws. The Company is not a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Safety RequirementsLiability Act of 1980, in effect as amended, or any analogous state, local or foreign applicable Laws arising out of events occurring prior to and as the Closing Date. To the Knowledge of the date of the applicable ClosingCompany, relating to the businessno facts, the Owned Real Property events or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities conditions relating to the past or current present facilities, properties or operations of the Company, or facilities any geologically or hydrologically adjoining properties, shall prevent, hinder or limit the Company’s continued compliance with Environmental Laws, give rise to any remedial obligations of the Company pursuant to Environmental Laws, or give rise to any other Liabilities of the Company pursuant to Environmental Laws, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, personal injury, property damage or natural resources damage. To the Knowledge of Company, there have not been in the past and all of its Subsidiariesare not now any underground tanks or underground improvements, in each case which are in its possession including treatment or storage tanks, sumps, or water, gas or oil xxxxx; polychlorinated biphenyls; or asbestos or asbestos-containing materials at, on or under its reasonable controlany of the Leased Real Property. The Company has delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by the Company pertaining to hazardous materials in, on, under, or migrating to or from any of the Leased Real Property, or concerning compliance by the Company, or any other Person for whose conduct the Company is or may be held responsible, under Environmental Law.

Environmental and Safety Matters. Without limiting the generality of Sections 3.18(a) and (ab), except as set forth on Schedule 3.18(c): (i) The Company Base Ten has complied, and its Subsidiaries have at is in compliance with, all times complied in all material respects with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which Base Ten has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesthe Business. A list of all such permits, licenses and other authorizations is set forth on the attached Schedule 3.18(b). (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Base Ten has not received any written or oral notice, reportreport or other information regarding any liabilities (whether accrued, orderabsolute, contingent, unliquidated or directive regarding anyotherwise) or investigatory, remedial or corrective obligations, relating to it or its facilities and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither the Company nor operated or occupied by Base Ten: (1) underground storage tanks or surface impoundments (2) asbestos-containing material in any of its Subsidiaries form or condition; or (3) materials or equipment containing polychlorinated biphenyls. (v) Base Ten has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any substance, including any Hazardous Substance, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of Base Ten for response costs, natural resource damages or future liabilities under any attorneys' fees pursuant to the Comprehensive Environmental Response, Compensation and Safety Requirements in effect at the time Liability Act of such treatment1980, storage, disposal, transportation, handling, release or exposure. as amended (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken"CERCLA"), or provided any indemnity with respect to, any liability of any other Person relating to similar state or local Environmental and Safety Requirements. (evi) The Company Neither this Agreement nor the consummation of the Merger will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Entity or third parties, pursuant to any so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) Base Ten has furnished not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Investor true any Environmental and correct copies of all environmental auditsSafety Requirements. (viii) No Environmental Lien has attached to any property now or previously owned, reportsleased or operated by Base Ten. (ix) Without limiting the foregoing, assessments and all other documents materially bearing on environmentalno facts, health events or safety liabilities conditions relating to the Leased Real Property, or other past or current present facilities, properties or operations of Base Ten will prevent, hinder or facilities limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite Releases or threatened Releases of the Company and all of its SubsidiariesHazardous Substances, in each case which are in its possession personal injury, property damage or under its reasonable controlnatural resource damage.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 4.9: (i) Seller is and its Subsidiaries have at all times complied has been in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all applicable Environmental Laws and has received no notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Business; (ii) Seller has obtained, and is and has been in material permitscompliance at all times with all terms and conditions of, licenses all Governmental Permits pursuant to Environmental Laws for the occupation of its premises and other authorizations the conduct of its operations; (iii) Seller has filed, and is and has been in material compliance at all times with, all disclosures, reporting and notifications required pursuant to Environmental and Safety Requirements Laws for the occupation of their facilities its premises and the conduct of its Business; (iv) Seller has not received notice that any of the following exists at Seller’s properties (other than de minimis amounts of cleaning supplies) in violation of applicable Environmental Laws: hazardous or toxic materials, substances, pollutants, contaminants or waste, polychlorinated biphenyl containing materials or equipment; (v) The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any government agencies or third parties that have the right to enforce Environmental Laws; (vi) Seller has not received any notice from any Person that there are facts, events or conditions relating to the past or present properties or operations of the Business which will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of Buyer pursuant to applicable Environmental Laws, or (z) give rise to any liabilities on the part of Buyer (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite hazardous substance releases, personal injury, property damage or natural resources damage; and (vii) Seller has not assumed or, to Seller’s Knowledge, succeeded (by operation of their respective businesseslaw or otherwise), to any liabilities or obligations of any third party under Environmental Laws for which Buyer will have any liability following the Closing Date. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Seller has received any notice, report, order, or directive regarding any, and is not subject delivered to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor Buyer true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlstudies conducted by Seller.

Environmental and Safety Matters. (a) The Company Willtek Group has been and its Subsidiaries have at all times complied currently is in all material respects compliance with all Environmental Laws applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities Business and the operation Leased Real Property, including the generation, transportation, treatment, storage or disposal of their respective businessesHazardous Material. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and The Willtek Group is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental Costs and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating Liabilities related to the businessBusiness, the Owned Real Property and no facts or Leased Real Propertycircumstances exist which could give rise to such Environmental Costs and Liabilities. (c) Except as The Willtek Group currently maintains all Environmental Permits necessary for the operation of the Business and otherwise has been and currently is in compliance with such Environmental Permits. A true and complete list of all such Environmental Permits is set forth in Section 4.27(c) on Schedule 3.22(c). There are no legal proceedings pending or, to the Knowledge of the Disclosure ScheduleSeller, neither the Company nor threatened, to revoke any of its Subsidiaries such Environmental Permits; the Willtek Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has not been contaminated notified in writing by any substance, so as to give rise to any current or future liabilities under Governmental Authority that there is lacking any Environmental and Safety Requirements in effect Permit required for the current use or operation of the Business at any of the time of Leased Real Property or otherwise; and, except as prohibited by applicable Law, such treatment, storage, disposal, transportation, handling, release or exposureEnvironmental Permits are transferable to the Buyers. (d) Except as set forth in Section 4.27(dNeither the Willtek Group nor the Business is subject to any outstanding written Order or a party to any written agreement with any Governmental Authority or other Person respecting (i) of Environmental Laws, (ii) any Remedial Action, (iii) any Environmental Claim or (iv) the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, Release or provided any indemnity with respect to, any liability threatened Release of any other Person relating to Environmental and Safety RequirementsHazardous Material. (e) The Company has furnished to Investor true and correct copies There are no legal proceedings pending or threatened against the Willtek Group or the Business arising under Environmental Law. (f) There have been no Releases of all environmental auditsany Hazardous Materials (A) into, reportson, assessments and all from or under the Leased Real Property or (B) into, on or under any other documents materially bearing on environmentalproperties, health including landfills, in which Hazardous Substances generated by, or safety liabilities relating transported from, the Business have been Released. (g) There are no claims, suits or proceedings by Willtek Group Employees or any other Person employed by the Business pending, or, to the past or current operations or facilities Knowledge of the Company and all of its SubsidiariesSeller, threatened in each case which writing, against the Willtek Group that are in its possession or under its reasonable controlpremised on the exposure to any Hazardous Material.

Environmental and Safety Matters. Except as set forth on Schedule 3.15(a): (a) The Company BioD Companies have complied and its Subsidiaries are in material compliance with all Environmental, Health and Safety Requirements. (b) Without limiting the generality of the foregoing, the BioD Companies have obtained, have at all times complied with in all material respects with respects, and are in current compliance with, in all applicable Environmental material respects, all permits, licenses, and other authorizations that may be required pursuant to any Environmental, Health and Safety Requirements, which compliance has included obtaining and complying in all material respects at such permits, licenses, and authorizations may be relied upon by Parent for the lawful operation of the Business on and after the Closing without transfer, reissuance, or other governmental action. A list of all times with all material such permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as is set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyon Schedule 3.15(b). (c) Except as set forth in Section 4.27(c) None of the Disclosure ScheduleBioD Companies has received any written request for information, neither demand letter, administrative inquiry, complaint, notice, report, or information regarding any actual or alleged violations of or any liabilities or potential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or corrective, investigatory or remedial obligations arising under Environmental, Health and Safety Requirements. (d) None of the Company nor any of its Subsidiaries BioD Companies has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any Hazardous Material or owned, or exposed any Person tooccupied, any substance (including without limitation any hazardous substance), owned or operated any facility or property (and no such property or facility which is or has been contaminated by any substance, Hazardous Material) so as to give rise to any current or future liabilities under material Liabilities (including any Environmental and Safety Requirements in effect at the time of such treatmentLiability for response costs, storagereporting, disposalinvestigation, transportationassessment, handlingremediation, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedulecorrective action costs, neither the Company nor any of its Subsidiaries has assumedpersonal injury, undertakennatural resource damages, property damage, or provided attorneys’ fees or any indemnity with respect toinvestigative, corrective or remedial obligations) pursuant to any liability of any other Person relating to Environmental Environmental, Health and Safety Requirements. None of the BioD Companies has stored, treated, recycled, or disposed or arranged for the storage, treatment, recycling, or disposal of Hazardous Materials to any site listed or proposed for listing on the National Priorities List promulgated pursuant to CERCLA, listed on the CERCLA Information System or included on any similar listed maintained by any Government Entity. (e) There are no underground or aboveground storage tanks located on or in the Leased Real Property. (f) There is no asbestos, asbestos-containing materials, or polychlorinated biphenyls contained in or forming part of any building, building component, structure, or office space in or on the Leased Real Property. (g) The Company has furnished provided to Investor true and correct Parent copies of all environmental audits, reports, assessments material documentation in possession or control of it and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company Subsidiaries regarding Hazardous Materials or concerning compliance with Environmental, Health and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSafety Requirements.

Environmental and Safety Matters. (a) The Company Seller has complied and its Subsidiaries have at is in compliance with all times complied Environmental Laws, including but not limited to all Permits required by Environmental Laws for the conduct of the business operations of Seller and the disposition of all hazardous materials in all material respects accordance with all applicable Environmental and Safety Requirements, which compliance Laws. Seller has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any noticeoutstanding and unresolved written or oral notices, report, order, reports or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety RequirementsLaws by Seller, or any liability Liabilities or potential liability Liabilities, including any remedial obligations, relating to any of them or their facilities arising under Environmental Laws. Seller is not a potentially responsible party under the federal Comprehensive Environmental Response, Compensation, and Safety RequirementsLiability Act of 1980, in effect as amended, or any analogous state, local or foreign applicable Laws arising out of events occurring prior to and as of the date of the applicable ClosingClosing Date. To Seller’s Knowledge, relating to the businessno facts, the Owned Real Property events or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities conditions relating to the past or current present facilities, properties or operations of Seller, or facilities any geologically or hydrologically adjoining properties, shall prevent, hinder or limit Seller’s continued compliance with Environmental Laws, give rise to any remedial obligations of Seller pursuant to Environmental Laws, or give rise to any other Liabilities of Seller pursuant to Environmental Laws, including, without limitation, any relating to onsite or offsite releases or threatened releases of hazardous materials, personal injury, property damage or natural resources damage. To Seller’s Knowledge, there have not been in the past and are not now any underground tanks or underground improvements, including treatment or storage tanks, sumps, or water, gas or oil wxxxx; polychlorinated biphenyls; or asbestos or asbestos-containing materials at, on or under any of the Company Leased Real Property. Seller has delivered to Buyer true and all complete copies and results of its Subsidiariesany reports, in each case which are in its possession studies, analyses, tests, or under its reasonable controlmonitoring possessed or initiated by Seller pertaining to hazardous materials in, on, under, or migrating to or from any of the Leased Real Property, or concerning compliance by Seller, or any other Person for whose conduct Seller is or may be held responsible, with Environmental Laws.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 8.15: (i) Each of SSCC, any Borrower and its their respective Subsidiaries have at has obtained all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations that are required pursuant and material with respect to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesthe business of SSCC and the Subsidiaries, taken as a whole, under any Environmental Law, and each such permit, license and authorization is in full force and effect, except where the failure thereof could not reasonably be expected to have a Material Adverse Effect. (bii) Except as set forth Each of SSCC, any Borrower and their respective Subsidiaries is in Section 4.27(b) compliance with all material terms and conditions of the Disclosure Schedulepermits, since February 19licenses and authorizations specified in paragraph (i) above, 2008and also is in compliance with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in or pursuant to any Environmental Law applicable to it and its business, assets, operations and properties, except for any noncompliance that could not reasonably be expected to have a Material Adverse Effect. (iii) There is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of SSCC or any Borrower, after inquiry, threatened against SSCC, any Borrower or any of their respective Subsidiaries under any Environmental Law that could reasonably be expected to result have a Material Adverse Effect. (iv) None of SSCC, any Borrower and their respective Subsidiaries has received notice (A) that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or any comparable state law or Canadian federal or provincial law that any hazardous substances or any pollutant or contaminant, as defined in CERCLA and its implementing regulations, or any toxic substance, hazardous waste, hazardous constituents, hazardous materials, asbestos or asbestos containing material, polychlorinated biphenyls, petroleum, including crude oil and any fractions thereof, or other wastes, chemicals, substances or materials regulated by any Environmental Laws (collectively, “Hazardous Materials”) that it or any of their respective predecessors in interest has used, generated, stored, tested, handled, transported or disposed of, has been found at any site at which any Governmental Authority or private party is conducting a remedial investigation or other action pursuant to any Environmental Law or (B) otherwise alleging that it has any liability, obligation or cost pursuant to any Environmental Law, except in the cases of (A) and (B) for any such notices that could not reasonably be expected to have a Material Adverse Effect. (v) There have been no Releases of Hazardous Materials at, in, on, under or from any location, and neither the Company SSCC, any Borrower nor any of its their respective Subsidiaries has received any notice, report, order, or directive regarding any, and is not otherwise become subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirementsobligation, in effect prior to and as of the date of the applicable Closingwhether contingent or otherwise, relating to the businessany Environmental Law, the Owned Real Property or Leased Real Propertythat could reasonably be expected to have a Material Adverse Effect. (cvi) Except as set forth in Section 4.27(cTo the best knowledge of SSCC and any Borrower, there is no asbestos in, on, or at any Real Properties or any facility or equipment of SSCC, any Borrower or any of their respective Subsidiaries, except to the extent that the presence of, or exposure to, such material could not reasonably be expected to have a Material Adverse Effect. (vii) As of the Disclosure ScheduleClosing Date, neither to the Company nor knowledge of SSCC and any Borrower, none of its Subsidiaries has treatedthe Real Properties are (i) listed or proposed for listing on the National Priorities List under CERCLA or (ii) listed in the Comprehensive Environmental Response, storedCompensation, disposed ofLiability Information System List promulgated pursuant to CERCLA. (viii) To the knowledge of SSCC and any Borrower, arranged for there are no events, conditions, circumstances, activities, practices, incidents, actions or permitted the disposal of, transported, handled, releasedplans that could reasonably be anticipated to interfere with or prevent compliance with any Environmental Law, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to may give rise to any current or future liabilities liability under any Environmental and Safety Requirements in effect at Law, or otherwise form the time basis of such any claim, action, demand, suit, proceeding, hearing or notice of violation, study or investigation, based on or related to the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transportationtransport, shipping or handling, the emission, discharge, release or exposurethreatened release into the environment of, or exposure to, any Hazardous Material that could reasonably be expected to have a Material Adverse Effect. (db) Except as set forth Since the date of this Agreement, there has been no change in Section 4.27(d) the status of the Disclosure Schedulematters disclosed on Schedule 8.15 that, neither individually or in the Company nor any of its Subsidiaries has assumedaggregate, undertakencould reasonably be expected to have, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirementsa Material Adverse Effect. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on Schedule 3.21: (a) The Company and its Subsidiaries the Sellers (with respect to the Business) have at all times complied and are in compliance in all material respects with all Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, the Company has obtained and at all times complied in all material respects with all applicable Environmental with, and Safety Requirements, which is in compliance has included obtaining and complying in all material respects at with, all times with all material permits, licenses and other authorizations Permits that may be required pursuant to any Environmental and Safety Requirements for the operation of the Company’s businesses and the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyfacilities. (c) Except as set forth in Section 4.27(cThe Company has not received any oral or written notice, report or other information regarding any actual or alleged material violation of, or any material Liabilities or potential material Liabilities (including any investigatory, corrective or remedial obligations) of the Disclosure Schedulearising under, neither the Environmental and Safety Requirements. (d) The Company nor any of and its Subsidiaries has predecessors have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, or released any substance (including without limitation any hazardous substance), or owned or operated any facility or property or facility (including the Leased Real Property) which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under material Liabilities (including any Environmental and Safety Requirements in effect at the time of such treatmentinvestigatory, storage, disposal, transportation, handling, release corrective or exposure. (dremedial obligations) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor pursuant to any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished not assumed, undertaken or otherwise become subject to Investor true any material Liability, including any obligation for investigatory, corrective or remedial action, of any other Person relating to any Environmental and Safety Requirements. (f) The Company and its predecessors have not manufactured, sold, marketed, installed, repaired or distributed products or items containing asbestos, lead or other hazardous substances, and none of such entities have any material Liabilities with respect to the presence or alleged presence of asbestos, lead or other hazardous substances in any such product or item or at or upon any property or facility. (g) The Company has provided to the Purchaser true, correct and complete copies of all environmental audits, assessments and reports, assessments and all other documents materially bearing on environmental, health or safety liabilities Liabilities, relating to the past or current properties, facilities or operations or facilities of the Company and all of or its Subsidiariespredecessors, in each case which are in its the possession or under its the reasonable controlcontrol of the Company.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) 2.15 of the WABCO Disclosure ScheduleLetter, since February 19the properties, 2008assets and operations of WABCO and its predecessors and Subsidiaries have complied and are in compliance with all applicable federal, neither state, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public and worker health and safety (collectively, "Worker Safety Laws") and relating to the Company nor protection, regulation and clean-up of the indoor and outdoor environment and activities or conditions related thereto, including, without limitation, those relating to the generation, handling, disposal, transportation or release of hazardous or toxic materials, substances, wastes, pollutants and contaminants including, without limitation, asbestos, petroleum, radon and polychlorinated biphenyls (collectively, "Environmental Laws"), except for any violations that, individually or in the aggregate, have not had, and would not have, a Material Adverse Effect on WABCO. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of WABCO or any of its predecessors or Subsidiaries that would interfere with or prevent compliance or continued compliance with or give rise to any liabilities or investigatory, corrective or remedial obligations under applicable Worker Safety Laws and Environmental Laws, other than any such interference, prevention, liability or obligation that, individually or in the aggregate, has received not had, and would not have, a Material Adverse Effect on WABCO. (b) WABCO and its predecessors and Subsidiaries have not caused or permitted any noticeproperty, reportasset, orderoperation, including any previously owned property, asset or operation, to use, generate, manufacture, refine, transport, treat, store, handle, dispose, transfer or process hazardous or toxic materials, substances, wastes, pollutants or contaminants, except in material compliance with all Environmental Laws and Worker Safety Laws, other than any such activity that, individually or in the aggregate, has not had, and would not have, a Material Adverse Effect on WABCO. WABCO and its Subsidiaries have not reported to any Governmental Entity, or directive regarding anybeen notified by any Governmental Entity of the existence of, any material violation of an Environmental Law or any release, discharge or emission of any hazardous or toxic materials, substances, wastes, pollutants or contaminants, other than any such violation, release, discharge or emission that, individually or in the aggregate, has not had, and is would not subject to any litigationhave, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertya Material Adverse Effect on WABCO. (c) Except as set forth in Section 4.27(c) With respect to WABCO, neither this Agreement nor the consummation of the Disclosure Scheduletransactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, neither the Company nor or notification to or consent of any Governmental Entity or third party, pursuant to any of its Subsidiaries has treatedthe so-called "transaction-triggered" or "responsible property transfer" Environmental Laws, storedother than any such obligations that, disposed ofindividually or in the aggregate, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposurewould not have a Material Adverse Effect on WABCO. (d) Except as set This Section sets forth in Section 4.27(d) the sole representations and warranties of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity WABCO with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company matters, including without limitation all matters arising under Environmental Laws and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlWorker Safety Laws.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 4.22 attached hereto, to the Knowledge of the Acquired Entities, the Acquired Entities and its Subsidiaries their respective Affiliates and predecessors have at all times complied complied, and are in compliance, in all material respects with all applicable Environmental and Safety Requirements, except for any such failure to comply that has not resulted in and which compliance has included obtaining and complying will not result in, either individually or, in all material respects at all times with all material permitsthe case of a series of related failures to comply, licenses and other authorizations required pursuant in the aggregate, a Loss to Environmental and Safety Requirements for the occupation Acquired Entities in excess of their facilities and the operation $20,000 or an award of their respective businessesnon-monetary relief. (b) Except as set forth in Section 4.27(b) None of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Acquired Entities or their respective Affiliates or predecessors has received any written or, to the Acquired Entities’ Knowledge, oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities (whether accrued, absolute, contingent, unliquidated or potential liability otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or their facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) on Schedule 4.22, none of the Disclosure Schedulefollowing exists at any property or facility owned, neither occupied or operated by any Acquired Entity: (i) underground storage tanks; (ii) asbestos containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; (iv) monitoring xxxxx; or (v) surface impoundments landfills, or other disposal areas. (d) Except as set forth on Schedule 4.22, none of the Company nor any of its Subsidiaries Acquired Entities or their respective Affiliates or predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedmanufactured, or exposed any Person toperson to or released any substance, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that has given or would give rise to any current liabilities of Buyer or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatmentAcquired Entities, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended or the Solid Waste Disposal Act, as amended or any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies To the Knowledge of all environmental auditsthe Acquired Entities, reportsno facts, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present facilities, properties or operations or facilities of the Company Acquired Entities or their respective Affiliates or predecessors will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous or otherwise regulated materials, substances or wastes, personal injury, property damage or natural resources damage. (f) Except for the removal in 1998 of four underground storage tanks from the Acquired Entities’ property located at 0000 Xxxxx Xxxxxxx, Xxxxxxx, Xxxxxxxx, 00000, none of the Acquired Entities or their respective Affiliates or predecessors has assumed or undertaken or otherwise become subject to any liability, including without limitation any obligation for corrective or remedial action, of any other Person arising under Environmental and Safety Requirements. (g) Sellers have furnished to Buyer all environmental audits, reports and other material environmental documents relating to the Acquired Entities and their respective Affiliates and predecessors or any of its Subsidiariestheir facilities, in each case which are in its possession the their possession, custody or under its reasonable control.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 4.10: (i) Each Target is and its Subsidiaries have at all times complied has been in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all applicable Environmental Laws and has received no notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Business; (ii) Each Target has obtained, and is and has been in material permitscompliance at all times with all terms and conditions of, licenses all Licenses and other authorizations Permits pursuant to Environmental Laws for the occupation of its premises and the conduct of its operations; (iii) Each Target has filed, and is and has been in material compliance at all times with, all disclosures, reporting, and notifications required pursuant to Environmental and Safety Requirements Laws for the occupation of their facilities its premises and the conduct of its Business; (iv) Neither Target has received notice that any of the following exists at any of the Targets’ properties (other than de minimis amounts of cleaning supplies) in violation of applicable Environmental Laws: hazardous or toxic materials, substances, pollutants, contaminants or waste; polychlorinated biphenyl containing materials or equipment; (v) The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any government agencies or third parties that has the right to enforce Environmental Laws; (vi) Neither Target has received any notice that there are facts, events or conditions relating to the past or present properties or operations of the Business which will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of the Surviving Corporation or A4S pursuant to applicable Environmental Laws, or (z) give rise to any liabilities on the part of the Surviving Corporation or A4S (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite hazardous substance releases, personal injury, property damage or natural resources damage; and (vii) Neither Target has assumed nor, to Targets’ Knowledge, succeeded (by operation of their respective businesseslaw or otherwise), to any liabilities or obligations of any third party under Environmental Laws for which the Surviving Corporation or A4S will have any liability following the Closing Date. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, The Targets have delivered or directive regarding any, and is not subject made available to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor A4S true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to studies conducted by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlTargets.

Environmental and Safety Matters. Except as set forth on Schedule 2.22 attached hereto: (a) The Company has complied in all material respects with and its Subsidiaries have at all times complied is currently in compliance in all material respects with all applicable Environmental and Safety Requirements. The Company has not received any oral or written notice, report or information regarding any material violations of or any Liabilities or corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or any of its properties or facilities that has not been resolved. (b) Without limiting the generality of the foregoing, the Company has obtained and complied with, and is currently in compliance has included obtaining and complying in all material respects at with, all times with all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their its past or current properties or facilities and or the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility currently owned, neither occupied or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments or other disposal areas. (d) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or would give rise to any current material Liabilities, including any material Liability for response costs, corrective action costs, personal injury, natural resource damages, property damage or future liabilities under attorneys fees or any Environmental and Safety Requirements in effect at the time of such treatmentinvestigatory, storagecorrective or remedial obligations, disposal, transportation, handling, release pursuant to CERCLA or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished not, either expressly or by operation of law, assumed or undertaken any Liability or investigatory, corrective or remedial obligation of any other Person relating to Investor true any Environmental and correct copies of all environmental auditsSafety Requirements. (f) Without limitation upon the foregoing, reportsno facts, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current facilities, properties or operations or facilities of the Company and all or any of its Subsidiaries, or any other person or entity whose liability the Company or any of its Subsidiaries has or may have assumed either contractually or by operation of law, will prevent, hinder or limit continued compliance in each case all material respects with, or give rise to any material Liability or investigatory, corrective or remedial obligations under, Environmental and Safety Requirements. (g) The Company has made available to Buyer all environmental audits, reports and other material environmental documents relating to the Company or its predecessors or Affiliates or their respective past or current facilities, properties or operations which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Company Except as set forth in Section 3.15 of the MotivePower Disclosure Letter, the properties, assets and operations of MotivePower and its predecessors and Subsidiaries have at all times complied and are in all material respects compliance with all Worker Safety Laws and Environmental Laws, except for any violations that, individually or in the aggregate, have not had, and would not have, a Material Adverse Effect on MotivePower. With respect to such properties, assets and operations, including any previously owned, leased or operated properties, assets or operations, except as set forth in Section 3.15 of the MotivePower Disclosure Letter, there are no past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of MotivePower or any of its predecessors or Subsidiaries that would interfere with or prevent compliance or continued compliance with or give rise to any liabilities or investigatory, corrective or remedial obligations under applicable Worker Safety Laws and Environmental Laws, other than any such interference, prevention, liability or obligation that, individually or in the aggregate, has not had, and Safety Requirementswould not have, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesa Material Adverse Effect on MotivePower. (b) Except as set forth in Section 4.27(b) 3.15 of the MotivePower Disclosure ScheduleLetter, since February 19MotivePower and its predecessors and Subsidiaries have not caused or permitted any property, 2008asset, neither operation, including any previously owned property, asset or operation, to use, generate, manufacture, refine, transport, treat, store, handle, dispose, transfer or process hazardous or toxic materials, substances, wastes, pollutants or contaminants, except in material compliance with all Environmental Laws and Worker Safety Laws, other than any such activity that, individually or in the Company nor any of its Subsidiaries aggregate, has received any notice, report, order, or directive regarding anynot had, and is would not subject to any litigationhave, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) a Material Adverse Effect on MotivePower. Except as set forth in Section 4.27(c) 3.15 of the MotivePower Disclosure ScheduleLetter, MotivePower and its Subsidiaries have not reported to any Governmental Entity, or been notified by any Governmental Entity of the existence of, any material violation of an Environmental Law or any release, discharge or emission of any hazardous or toxic materials, substances, wastes, pollutants or contaminants, other than any such violation, release, discharge or emission that, individually or in the aggregate, has not had, and would not have, a Material Adverse Effect on MotivePower. (c) With respect to MotivePower, neither this Agreement nor the Company nor consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Entity or third party, pursuant to any of its Subsidiaries has treatedthe so-called "transaction-triggered" or "responsible property transfer" Environmental Laws, storedother than any such obligations that, disposed ofindividually or in the aggregate, arranged for or permitted the disposal ofwould not have, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposurea Material Adverse Effect on MotivePower. (d) Except as set This Section sets forth in Section 4.27(d) the sole representations and warranties of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity MotivePower with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company matters, including without limitation all matters arising under Environmental Laws and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlWorker Safety Laws.

Environmental and Safety Matters. Except as set forth on Schedule 5.11 of the Disclosure Memorandum: (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable There are no Judgments pending or, to Seller’s Best Knowledge, threatened Claims against the Seller (1) that require or seek damages, injunctive relief or any other remedy under any Environmental and Safety RequirementsLaw, which compliance has included obtaining and complying or that could result in all material respects at all times with all material permits, licenses and other authorizations required pursuant to any liability under any Environmental and Safety Requirements for Law, or (2) that require or seek any Remedial Action, or (3) that require or seek Seller’s performance of any work, repairs, construction or capital expenditures pursuant to any Environmental and Safety Law, in each case with respect to the occupation Facilities, or with respect to properties currently or previously owned or leased by Seller or by any third party acting on Seller’s behalf and related to the Business. To Seller’s Best Knowledge, there are no conditions, circumstances, activities, practices, events, plans or actions that could prevent the compliance or continued compliance with, or that could result in any liability of their facilities Seller under, any Environmental and Safety Laws, or that could otherwise form the operation basis under any Environmental and Safety Laws of their respective businessesany past, present or future Claims against Seller, related to the manufacture, generation, processing, distribution, use, treatment, handling, storage, disposal, transport or abandoning of Hazardous Materials on, at, around or under the Facilities, or the emission, discharge, spill, migration, release, disposal or placing of Hazardous Materials, or the threat of the same, into the Environment on, at, around or under the Facilities. (b) Except as set forth in Section 4.27(b) To Seller’s Best Knowledge, the Facilities and properties currently or previously leased by Seller, or by any third party acting on Seller’s behalf and related to the Business, are not and were not used by Seller for the treatment, storage or disposal of the Disclosure ScheduleHazardous Materials. Seller, since February 19, 2008, neither the Company nor any third party acting on Seller’s behalf, has transported or arranged for the transportation of its Subsidiaries has received any noticeHazardous Materials from the Facilities or from properties currently or previously leased by Seller. To Seller’s Best Knowledge, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating there are no Claims related to the business, the Owned Real Property or Leased Real Propertydisposal of Hazardous Materials nor is there any basis for any such Claims. (c) Except as set forth in Section 4.27(c) To Seller’s Best Knowledge, there are no facts material to Buyer’s evaluation of the Disclosure Schedule, neither status of the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for Business or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as Facilities with respect to give rise to any current or future liabilities under any material compliance with Environmental and Safety Requirements Laws, and to Seller’s Best Knowledge, there are no conditions that now or in effect at the time of future would require Remedial Action to achieve such treatment, storage, disposal, transportation, handling, release or exposurematerial compliance. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times has complied in all material respects with with, and is currently in compliance in all respects with, applicable Environmental and Safety RequirementsLaws, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigationunresolved Environmental Orders, proceedings or order regarding any, actual or alleged violation of and has not received any Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating Claims which relate to the business, Company or the Owned Real Property or Leased Real Property. (b) Without limiting the generality of the foregoing, the Company has obtained and complied in all respects with, and is currently in compliance in all respects with, all Environmental Permits that are required pursuant to applicable Environmental Laws for the Company’s operations and activities at the Leased Real Property. All such Environmental Permits are listed on Schedule 2.20(b). Each of the Environmental Permits is in full force and effect and in good standing, and there is no action pending or, to Sellers’ Knowledge, threatened that disputes the validity of any such Environmental Permits or that is likely to result in the revocation, cancellation or suspension of any such Environmental Permits. (c) Except as set forth in Section 4.27(c) Neither this Agreement, nor the other Seller Transaction Documents, nor the consummation of the Disclosure Schedule, neither transactions contemplated hereby and thereby shall impose any obligations on Sellers or the Company nor to perform a Remedial Action or to notify or seek the consent of any of its Subsidiaries Government Authority under any Environmental Laws (including, without limitation, any so called “transaction-triggered” or “responsible property transfer” laws and regulations). (d) The Company has not treated, stored, disposed of, or arranged for or permitted the disposal of, transported, handled, released, or exposed Released any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under Regulated Substance in violation of any Environmental and Safety Requirements in effect at the time of Laws. The Company has not received an Environmental Claim based on any such treatment, storage, disposal, transportation, handling, release handling or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability Releasing of any other Person relating to Environmental and Safety RequirementsRegulated Substance. (e) Without limiting the generality of the foregoing, the Company’s operations and activities have not resulted in any facts, events, or conditions relating to the Leased Real Property or otherwise which could reasonably be expected to result in the Company incurring the responsibility for the costs or performance of any Remedial Actions or which would reasonably be expected to result in any Environmental Claims against the Company. (f) The Company has furnished not, either expressly or by operation of law, assumed or undertaken the responsibility for the costs or performance of a Remedial Action, or compliance with an Environmental Order, or the responsibility or obligations relating or pertaining to Investor true an Environmental Claim made by or assessed against any other Person. (g) The Company has complied in all respects with, and correct copies is currently in compliance in all respects with, all Safety Laws, and the Company is not subject to any unresolved Safety Orders. (h) There is not now and, except as disclosed on Schedule 2.20(h), to Sellers’ Knowledge there has not been at any time in the past, any underground storage tanks or above ground storage tanks or pipelines, whether or not in use, at the Leased Real Property or in any way connected or related to any of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations of any Company. (i) No off-site location at which the Company has disposed or facilities arranged for the disposal of any waste is listed on the National Priorities List or any comparable state list and the Company has not received any written notice from any Person with respect to any off-site location of potential or actual liability or a written request for information from any Person under or related to any Environmental Laws. (j) No real property at any time owned, leased, operated or controlled by the Company is currently listed on the National Priorities List or Comprehensive Environmental Response, Compensation and Liability Information system, both promulgated under Environmental Laws, or any comparable state list, and neither any Seller nor the Company has received any written notice from any Person under or relating to such Environmental Laws or any such list. (k) All material reports, records, correspondence, studies, memoranda or other written communications related to the study, assessment, investigation or evaluation of any of the Company and all operations of its Subsidiariesthe Company, the Leased Real Property or any other assets of the Company, in each case which are in its possession any way related to Environmental Laws, Environmental Permits, Environmental Orders, Regulated Substance Remedial Action, Release, Environmental Claims, Safety Laws or under its reasonable controlSafety Orders, have been provided to Buyer.

Environmental and Safety Matters. Except as set forth on Schedule 4.18, with respect to the Businesses (aincluding, without limitation, the ownership and operation of the Purchased Assets): (i) The Company and its Subsidiaries have each Seller has at all times complied and is in compliance in all material respects with all applicable Environmental and Safety Requirements; (ii) without limiting the foregoing, all Government Authorizations required under Environmental and Safety Requirements to be obtained by the Sellers are valid and in full force and effect, each Seller has at all times complied and is in compliance in all material respects with the terms and conditions of such Government Authorizations; (iii) neither Seller is subject to any suit, investigation, inquiry or Proceeding by or before any court or Government Authority relating to Environmental and Safety Requirements, which compliance including, without limitation, with respect to any of its current or former operations, properties or facilities; (iv) neither Seller, nor any of its predecessors or Affiliates, has included obtaining caused a release of Hazardous Substances, and complying no condition of contamination by Hazardous Substances is present, at any of the Sellers’ Owned Real Properties, and, to the Sellers’ Knowledge, there are no facts, events, circumstances or conditions relating to any current or former facilities, properties or operations of the Sellers or of their predecessors or Affiliates that have given or would give rise to any current or future investigatory, remedial, or corrective obligations or other liabilities (contingent or otherwise) under CERCLA or any other Environmental and Safety Requirements; (v) neither this Agreement nor the consummation of the transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Authority or other Person pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental and Safety Requirements; (vi) each Seller has furnished to Buyer copies of all material respects at all times with all material permitsaudits, licenses assessments, reports and other authorizations required pursuant to documents within its possession or under its reasonable control (including all Phase I and Phase II reports) bearing on environmental, health or safety liabilities or concerning compliance with Environmental and Safety Requirements for the occupation with respect to any current or former operations, properties or facilities of their facilities either Seller or its predecessors or Affiliates; (vii) neither Seller has received any written or oral notice, report or other information regarding any actual or alleged violation of, or actual or potential liability or obligation (contingent or otherwise) under, any Environmental and the operation Safety Requirement or that any existing Government Authorization that was obtained pursuant to any Environmental and Safety Requirement is to be revoked or suspended by any Government Authority or that any Seller is not currently operating or required to be operating under, or subject to any outstanding compliance order, decree or agreement, any consent decree, order or agreement, or any corrective action decree, order or agreement issued or entered into under, or pertaining to matters regulated by, any Environmental and Safety Requirement; (viii) neither Seller owns or operates any underground storage tanks, and no such underground storage tanks are in violation of their respective businesses. any Environmental and Safety Requirement; and (bix) Except as set forth in Section 4.27(b) of the Disclosure Scheduleneither Seller, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any noticepredecessors or Affiliates, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance)Hazardous Substances, or owned or operated either Business or any property or facility which relating to the Businesses (and no such property or facility is or has been was contaminated by any substance, so as to such Hazardous Substances) in a manner that has given or would give rise to any current or future liabilities under or investigative, corrective or remedial obligations (contingent or otherwise) pursuant to CERCLA or any other Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirement. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on Schedule 3.22 (a) The Company is now and its Subsidiaries have at all times complied has always been in compliance in all material respects with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which the Company has obtained and complied with, and is in compliance has included obtaining and complying with, in all material respects at respects, all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesits business; a list of all such permits, licenses and other authorizations is set forth on Schedule 3.22. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of its Subsidiaries has not received any notice, report, order, written or directive oral notice regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged material violation of Environmental and Safety Requirements, or any liability material liabilities, obligations or responsibilities or potential liability material liabilities, obligations or responsibilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its facilities arising under Environmental and Safety Requirements, in effect prior to and as nor is the Company aware of any information which might form the date basis of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyany such notice. (cd) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists or formerly existed at any property or facility owned or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; (iv) landfills, neither the surface impoundments, or disposal areas, or (iv) maintenance area or vehicle or equipment wash area. (e) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance) in a manner that has given or could give rise to material liabilities, so obligations or responsibilities of the Company, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended or any other Environmental and Safety Requirements, nor has the Company released or waived any third party, either expressly or by operation of law, from any liability, obligation or responsibility relating to any Environmental and Safety Requirements. (f) No facts, events or conditions relating to the past or present facilities, properties or operations of Company will prevent, hinder or limit continued compliance in all material respects with Environmental and Safety Requirements, give rise to any current investigatory, remedial or future liabilities under any corrective obligations pursuant to Environmental and Safety Requirements in effect at the time Requirements, or give rise to any other material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite releases or threatened releases of such treatmenthazardous materials, storagesubstances or wastes, disposalpersonal injury, transportation, handling, release property damage or exposurenatural resources damage. (dg) Except as set forth in Section 4.27(d) Neither this Agreement nor the consummation of the Disclosure Scheduletransaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, neither the Company nor or notification to or consent of government agencies or third parties, pursuant to any of its Subsidiaries the so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (h) The Company has assumednot, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements. (ei) The Company has furnished to Investor true provided true, correct and correct complete copies of all environmental audits, reports, assessments or investigations and all other documents materially bearing on environmentalparts thereof (including any drafts of such items) regarding any property currently or formerly owned, health leased or safety liabilities relating to operated by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. Except as set forth in Section 3.14 of the Company Disclosure Statement: (a) The With respect to the business, the Company and its Subsidiaries subsidiaries have at all times materially complied and are in all material respects compliance with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which the Company and its subsidiaries have obtained and complied with, and are in compliance has included obtaining and complying in all material respects at all times with with, all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities the Real Property and the operation of their respective businessesthe business and all such permits, licenses and authorizations may be relied upon for the lawful operation of the business and the Real Property on and after the Closing without transfer, reissuance or other governmental action; a list of all such material permits, licenses and other authorizations is set forth on Section 3.14 of the Company Disclosure Statement. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of and its Subsidiaries has subsidiaries have not received any notice, report, order, or directive written notice regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged material violation of Environmental and Safety Requirements, or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the business or the Real Property and arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating . (d) With respect to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of and its Subsidiaries has subsidiaries have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that has given or would give rise to liabilities, including any current liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertakenattorney fees, or provided any indemnity with respect toinvestigative, any liability corrective or remedial obligations, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Solid Waste Disposal Act, as amended ("SWDA") or any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating With respect to the past or current operations or facilities of business, the Company and all its subsidiaries have not, either expressly or by operation of its SubsidiariesLaw, in each case which are in its possession assumed or under its reasonable controlundertaken any liability, including without limitation any obligation for corrective or remedial action, of any other person relating to Environmental and Safety Requirements.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) Schedule 6.17, Seller has complied with, and the operation of the Disclosure Schedule, since February 19, 2008, neither Purchased Restaurants and the Company nor any use of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirementsthe Purchased Assets are in compliance with, in effect prior to all material respects, all federal, state, regional and as of the date of the applicable Closinglocal statutes, laws, ordinances, rules, regulations and orders relating to the businessprotection of human health and safety, natural resources or the Owned Real Property environment, including, but not limited to, air pollution, water pollution, noise control, on-site or Leased Real Property. off-site hazardous substance discharge, disposal or recovery, toxic or hazardous substances, training, information and warning provisions relating to toxic or hazardous substances, and employee safety relating to the Purchased Restaurants or the Purchased Assets (c) collectively the "Environmental Laws"); and no notice of violation of any Environmental Laws or of any permit, license or other authorization relating thereto has been received or threatened against Seller, and to the best knowledge of Seller, there is no factual basis for the giving of any such notice. Except as set forth in Section 4.27(c) Schedule 6.17, no underground or above-ground storage tanks or surface impoundments are located on any of the Disclosure Schedulereal properties that are or have been used, neither operated, leased or owned by Seller in connection with or for the Company nor Purchased Restaurants and (i) except in compliance with applicable Environmental Laws and any of its Subsidiaries has treatedlicenses or permits relating thereto, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or there has been contaminated by any substanceno generation, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such use, treatment, storage, transfer, disposal, transportation, handling, release or exposure. threatened release in, at, under, from, to or into, or on such properties of toxic or hazardous substances during the ownership or occupancy thereof by Seller or, to the best knowledge of Seller, prior to such ownership or occupancy, and (dii) Except in no event has there been any generation, use, treatment, storage, transfer, disposal, release or threatened release in, at, under, from, to or into, or on such properties of toxic or hazardous substances that has resulted in or is reasonably likely to result in a Material Adverse Effect on the Purchased Restaurants or on Seller. Seller has not received any notice or claim to the effect that Seller or the Purchased Restaurants is or may be liable to any governmental authority or private party as set forth in Section 4.27(d) a result of the Disclosure Schedulerelease or threatened release of any toxic or hazardous substances in connection with the conduct or operation of the Purchased Restaurants, neither and none of the Company nor operations of the Purchased Restaurants and none of the Purchased Assets is the subject of any federal, state or local investigation evaluating whether any remedial action is needed to respond to a release or a threatened release of any toxic or hazardous substances at any of its Subsidiaries the Leased Properties or any other real properties leased, used, operated or owned by Seller in connection with the Purchased Restaurants. Seller has assumed, undertakennot disposed, or provided had disposed of on its behalf, toxic or hazardous substances at any indemnity with respect tosite other than a federal and state licensed hazardous waste treatment, storage and disposal facility and, to the best knowledge of Seller, each such facility is not currently listed, or threatened to be listed, on any liability state or federal "superfund" list. For the purposes of this Section 6.17, "toxic or hazardous substances" shall include any other Person relating material, substance or waste that, because of its quantity, concentration or physical or chemical characteristics, is deemed under any federal, state, local or regional statute, law, ordinance, regulation or order, or by any governmental agency pursuant thereto, to Environmental and Safety Requirements. (e) The Company has furnished pose a present or potential hazard to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, human health or safety liabilities relating or the environment, including, but not limited to, (i) any material, waste or substance which is defined as a "hazardous substance" pursuant to the past Comprehensive Environmental Response, Compensation, and Liability Act of 1980 (42 U.S.C. Section 9601, et seq.), as amended, and its related state and local counterparts, (ii) asbestos and asbestos containing materials and polychlorinated biphenyls, and (iii) any petroleum hydrocarbon including oil, gasoline (refined and unrefined) and their respective constituents and any wastes associated with the exploration, development or current operations production of crude oil, natural gas or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlgeothermal energy.

Environmental and Safety Matters. Except as set forth in the Future Disclosure Schedule and except for such of the following as would not, individually or in the aggregate, have a Material Adverse Effect with respect to Future and its Subsidiaries: (a) The Company each of Future and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental Laws; (b) neither Future nor any of its Subsidiaries has received a notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to its past or present operations or properties; (c) Future or a Subsidiary has obtained, and Safety Requirements, which is and has been in compliance has included obtaining and complying in all material respects at all times with all material terms and conditions of, all permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements Laws for the its occupation of their facilities the real property owned by Future and its Subsidiaries (in this Section, an "OWNED PROPERTY") the property leased by the Future and its Subsidiaries (in this Section, a "LEASED PROPERTY") and the operation other assets and operations of the Future and its Subsidiaries and the conduct of their respective businesses. business; and (bd) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company Future nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, contingent liability which is material to Future and is not subject to its Subsidiaries as a whole in connection with the release of any litigation, proceedings or order regarding any, actual or alleged hazardous materials into the environment in violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatmentLaw. Future has made available to Bargx xxxe, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true complete and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmentalanalyses, health tests or safety liabilities relating to monitoring in the possession of the Future during the past two years pertaining to any Owned Property or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlLeased Property.

Environmental and Safety Matters. (a) The Company After giving effect to the Transactions, each of the Borrower, the Guarantors and its Subsidiaries have at all times complied TAFSI is in all material respects compliance with all applicable Environmental and Safety RequirementsLaws, which with the exception of instances that will not in the aggregate result in a Material Adverse Effect. (i) None of the Borrower, the Guarantors, or TAFSI has received written notice of any failure to comply with, nor has any such notice been issued that has not been fully satisfied so as to bring any property of the Borrower, TAFSI or any Guarantor into full compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for Laws, except where such noncompliance would not reasonably be expected to have a Material Adverse Effect; (ii) after giving effect to the occupation of their Transactions, the plants and facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure ScheduleBorrower and its subsidiaries do not use, since February 19manage, 2008treat, neither the Company nor store or dispose of any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged Hazardous Substances in violation of any Environmental and Safety RequirementsLaws, except where such violations would not reasonably be expected to have a Material Adverse Effect; (iii) after giving effect to the Transactions, all licenses, permits or registrations (or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cextensions thereof) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities required under any Environmental and Safety Requirements Law for the business of the Borrower and its subsidiaries as conducted have been obtained and each of the Borrower and its subsidiaries is in effect at compliance therewith, except for the time failure to obtain such licenses, permits or registrations or to comply therewith which would not reasonably be expected to have a Material Adverse Effect; and (iv) neither the Borrower nor any of its subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction or decree (in each case under any Environmental and Safety Law) where all instances of such treatmentnoncompliance, storagebreach or default at any time would, disposalin the aggregate, transportationreasonably be expected to result in a Material Adverse Effect. (i) No Hazardous Substance has been Released (and no written notification of such Release has been filed) or is present whether or not in a reportable or threshold planning quantity, handlingat, release on or exposureunder any property owned or leased by the Borrower or any of its subsidiaries during the period of the Borrower's or such subsidiary's ownership or lease of such property, or to the knowledge of the Borrower or such subsidiary at any time previous to such ownership or lease, under conditions that require remedial action under applicable Environmental and Safety Laws, except where such remedial action would not reasonably be expected to have a Material Adverse Effect, (ii) no property now or previously owned or leased by the Borrower or any of its subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances related to the Borrower or any of its Subsidiaries to any site listed, or proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar Federal, state or foreign list of sites requiring investigation or cleanup, except where any liability for such transportation or arrangement for transportation could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its subsidiaries is aware of any event, condition or circumstance involving environmental pollution or contamination, or employee safety or health relating to the use or handling of, or exposure to, Hazardous Substances, that would reasonably be expected to result in a Material Adverse Effect. (d) Except The Borrower and its subsidiaries, taken as set forth in Section 4.27(d) a whole, are not and have no reason to believe that they will be subject to any requirement of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished Laws that will result in cash expenditures related to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating matters that would reasonably be expected to the past or current operations or facilities of the Company and all of its Subsidiaries, result in each case which are in its possession or under its reasonable controla Material Adverse Effect.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 3.9, Seller has, to its knowledge, complied and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental and Safety Requirements, which except where the failure to comply would not have a Material Adverse Effect. (b) Without limiting the generality of the foregoing, Seller has, to its knowledge, obtained and complied with, and is in material compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its respective facilities and the operation of their respective businessesthe Business and which are material to the Business, a list of all such permits, licenses and other authorizations is set forth on Schedule 3.9 hereto. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Seller has not received any written notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, including any investigatory, remedial or any liability corrective obligations, relating to the Real Property or potential liability the Business and arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating Requirements where such actual or alleged violation is or may be material to the business, the Owned Real Property or Leased Real Propertythe Business. (cd) Except as set forth in Section 4.27(c) on Schedule 3.9, to Seller's knowledge, none of the Disclosure Schedulefollowing exists at any property or facility owned or operated by Seller: 1) underground storage tanks, neither landfills, surface impoundments or waste disposal areas; 2) asbestos-containing material in any form or condition; or 3) materials or equipment containing polychlorinated biphenyls. (e) To the Company nor any knowledge of its Subsidiaries Seller, Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), substance or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance), so as to in a manner that has given or could give rise to liability, including any current liability for corrective action costs, response costs, personal injury, property damage, natural resources damages or future liabilities under attorney fees pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Resource Conservation and Recovery Act ("RCRA"), or any other Environmental and Safety Requirements in effect at the time of where such treatment, storage, disposal, transportation, handling, release or exposureliability may have a Material Adverse Effect. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on the attached Environmental Schedule 6X: (ai) The Company has complied with and its Subsidiaries have at all times complied is currently in all material respects compliance with all applicable Environmental and Safety Requirements. The Company has not received any oral or written notice, report or information regarding any violations of or any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or any of its current or former properties or facilities. (ii) Without limiting the generality of the foregoing, the Company has obtained and complied with, and is currently in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their its properties or facilities and or the operation of their respective businessesits business. A list of all such permits, licenses and other authorizations is set forth on the attached Permits Schedule 6W. (iii) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations on the Company for site investigation or cleanup, or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (iv) None of the following exists at any property or facility owned, occupied or operated by the Company: (a) underground storage tanks; (b) Except as set forth asbestos-containing materials in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, form or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property.condition; (c) Except as set forth in Section 4.27(cmaterials or equipment containing polychlorinated biphenyls; or (d) of the Disclosure Schedulelandfills, neither the surface impoundments or other disposal areas. (v) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (evi) The Company has furnished to Investor true and correct copies not, either expressly or by operation of all environmental auditslaw, reportsassumed or undertaken any liability or corrective, assessments and all investigatory or remedial obligation of any other documents materially bearing on environmental, health or safety liabilities Person relating to the past or current operations or facilities of the Company any Environmental and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSafety Requirements.

Environmental and Safety Matters. Except as set forth on Schedule 3.14 of the Company Disclosure Schedule: (a) The Company and each of its Subsidiaries (i) are and have at all times complied been in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permitsapplicable Environmental Laws; (ii) have not received any notice, licenses report or information regarding any Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Company and other authorizations its Subsidiaries; and (iii) are not affected by any pending or, to the Company’s knowledge, threatened Legal Proceeding under or related to Environmental Law. (b) The Company and each of its Subsidiaries have obtained, and are and have been in compliance at all times with all terms and conditions of, all Permits required pursuant to Environmental Laws as related to the Company and Safety Requirements its Subsidiaries for the occupation of their facilities premises (owned or leased) and the operation conduct of their respective businessesoperations. All such Permits are valid, subsisting and in good standing. (bc) Except as set forth The Company and each of its Subsidiaries have filed, and are and have been in Section 4.27(bcompliance in all material respects at all times with, all disclosures, reporting, and notifications required pursuant to Environmental Laws for the occupation of their premises (owned or leased) and the conduct of their operations. (d) None of the Disclosure Schedulefollowing exists at any of the Company’s or its Subsidiaries’ present or past (to the extent existing at the time of the Company’s or such Subsidiary’s occupation thereof, since February 19with respect to Leased Real Property) properties in violation of, 2008or under circumstances that could reasonably be expected to result in Liability under, neither applicable Environmental Laws: (i) Hazardous Materials, including any hazardous or toxic materials, substances, pollutants, contaminants or waste; (ii) asbestos-containing material in any form or condition; (iii) polychlorinated biphenyl-containing materials or equipment; or (iv) above or underground storage tanks. (e) The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any Governmental Authority or other Person. (f) To the Company’s knowledge, no facts, events or conditions relating to the past or present properties or operations of the business of the Company or its Subsidiaries will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of the Surviving Corporation or the Surviving Entity pursuant to applicable Environmental Laws or (z) give rise to any liabilities on the part of the Surviving Corporation or the Surviving Entity (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite Hazardous Material releases, personal injury, property damage or natural resources damage. (g) Neither the Company nor any of its Subsidiaries has received any noticehave assumed or succeeded (by Contract, report, order, operation of law or directive regarding any, and is not subject otherwise) to any litigation, proceedings Liabilities or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability obligations of any other Person relating to under Environmental and Safety RequirementsLaws. (eh) The Company has furnished delivered or made available to Investor true Parent true, complete and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmentalanalyses, health tests or safety liabilities relating to the past monitoring commissioned by, or current operations or facilities of pertaining to, the Company and all or any of its Subsidiaries, including such information pertaining to any property owned, leased or operated by the Company or any of its Subsidiaries, in each case which if any such materials both exist and are in its possession or under its reasonable controlthe Company’s possession.

Environmental and Safety Matters. Except as set forth on the attached Schedule 2.17: (a) The Company and each of its Subsidiaries have at all times complied in all material respects with have complied during the three (3) years prior to the date hereof, and is in compliance with, all applicable Environmental and Safety RequirementsRequirements with regard to its operations and all owned Real Property and Leased Real Property. (b) Without limiting the generality of the foregoing, which the Company and its Subsidiaries hold and are in material compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that they are required to hold pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesbusiness. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of and its Subsidiaries has have not received any notice, report, order, written notice from any Governmental Authority or directive other Person regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities or potential liability arising under Environmental and Safety Requirementsliabilities (whether accrued, in effect prior to and as of the date of the applicable Closingabsolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the businessCompany, the Owned Real Property its Subsidiaries, its business or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for past or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities facilities arising under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (d) The Company and its Subsidiaries have not arranged for the transportation or disposal of Hazardous Materials from their business or generated, treated, stored or disposed of Hazardous Materials at any of their past or current facilities or any other location except in material compliance with Environmental and Safety Requirements and in a manner that would not reasonably be expected to give rise to material liability under Environmental and Safety Requirement. (e) The Company has furnished and its Subsidiaries have not assumed or agreed to Investor true indemnify any liabilities of any other Person arising under Environmental and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSafety Requirements.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 6.15 hereto, the Borrower and its Subsidiaries have at all times materially complied with and are currently in all material respects compliance with all applicable Environmental Laws, and Safety Requirementsneither the Borrower nor any of its respective Subsidiaries have received any oral or written notice, regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental Laws which have not been corrected and which relate to the Borrower or any of its Subsidiaries or any of their Properties or facilities. Without limiting the generality of the foregoing, the Borrower and its Subsidiaries have obtained and materially complied with, and are currently in material compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements Law for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations on the Borrower or any of its Subsidiaries or otherwise for site investigation or cleanup, or notification to or consent of any government agencies or third parties under any Environmental Laws (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). None of the following exists in violation of Environmental Laws at any property or facility owned, occupied or operated by the Borrower or any of its Subsidiaries: (i) underground storage tanks or surface impoundments; (ii) asbestos-containing materials in any form or condition; or (iii) materials or equipment containing polychlorinated biphenyls. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008on Schedule 6.15 hereto, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company Borrower nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, released any substance (including including, without limitation limitation, any hazardous substance)Hazardous Material) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to liabilities of the Borrower or any current of its Subsidiaries for response costs, natural resource damages or future attorneys fees pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or any other Environmental Law, except where any such action would not, individually or in the aggregate, have a Material Adverse Effect. (c) Without limiting the generality of the foregoing, except as set forth on Schedule 6.15 hereto, no facts, events or conditions relating to the past or present Properties, facilities or operations of the Borrower or its Subsidiaries shall materially prevent, hinder or limit continued compliance with Environmental Laws, give rise to any corrective, investigatory or remedial obligations pursuant to Environmental Laws or any other material liabilities under any (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements in effect at the time Laws (including, without limitation, those liabilities relating to onsite or offsite releases or threatened releases of such treatmentHazardous Materials, storagepersonal injury, disposal, transportation, handling, release property damage or exposurenatural resources damage). (d) Except as set forth in Section 4.27(d) of the Disclosure Scheduleon Schedule 6.15 hereto, neither the Company Borrower nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental Laws. (e) Except as set forth on Schedule 6.15 hereto, neither the Borrower nor any of its Subsidiaries has assumedreceived or is subject to any Environmental Claims. No Lien, undertakenwhether recorded or unrecorded, or provided any indemnity with respect to, any liability in favor of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental auditsinternational, reportsfederal, assessments and all other documents materially bearing on environmental, health state or safety liabilities relating to local governmental authority having jurisdiction over the past Borrower or current operations or facilities of the Company and all any of its Subsidiaries, in each case which are in relating to any liability of the Borrower or any of its possession Subsidiaries arising under any Environmental Laws has attached to any property owned, leased or under its reasonable control.operated

Environmental and Safety Matters. Except as set forth on the attached Environmental and Safety Matters Schedule and, with respect to clauses (a) The through (g) below, inclusive, except for the existence of the San Xxxxxxx Valley Site Liabilities: (a) Each of the Company and its Subsidiaries have at all times has complied and is in compliance in all material respects with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which compliance each of the Company and its Subsidiaries has included obtaining obtained and complying complied in all material respects at with, and is in compliance in all times with material respects with, all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesits business. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither Neither the Company nor any of its Subsidiaries has received any written or oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of them or its facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cd) Except as set forth in Section 4.27(c) None of the Disclosure Schedule, neither following exists at any property or facility owned or operated by the Company nor or its Subsidiaries: (1) underground storage tanks, (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (e) None of the Company, its Subsidiaries Subsidiaries, or their respective predecessors or Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that has given or would give rise to liabilities, including any current liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertakenattorney fees, or provided any indemnity with respect toinvestigatory, any liability of corrective or remedial obligations, pursuant to CERCLA, the Solid Waste Disposal Act, as amended ("SWDA") or any other Person relating to Environmental and Safety Requirements. (ef) Neither the Company nor any of its Subsidiaries, or any predecessors or Affiliates of the Company or its Subsidiaries, has manufactured, sold, marketed, installed or distributed Products containing asbestos, and with respect to such entities, no basis in law or fact exists to support an assertion of any claim, action or obligation with respect to Asbestos Liabilities. (g) The Company has furnished and the Seller have identified and made available to Investor true and correct copies of the Buyer all environmental audits, reports, assessments reports and all other material environmental documents materially bearing on environmental, health or safety liabilities relating to the past or current and former operations or and facilities of the Company and all of its Subsidiaries, in each case which are in its possession their possession, custody or under its reasonable control. (h) All contracts and agreements identified or required to be identified on the Contracts Schedule pursuant to Section 5.12(a) regarding any indemnification provided to or by the Company and any if its Subsidiaries with respect to Environmental and Safety Requirements or any of the San Xxxxxxx Valley Site Liabilities are, to the Company's knowledge, valid, binding and enforceable in accordance with their respective terms (except to the extent that enforcement may be affected by laws relating to bankruptcy, reorganization, insolvency and creditor's rights and by the availability of injunctive relief, specific performance and other equitable remedies) and shall be in full force and effect without penalty in accordance with their terms upon consummation of the transactions contemplated hereby. Each of the Company and its Subsidiaries has performed all material obligations required to be performed by it and is not in default under or in breach of nor in receipt of any claim of default or breach under any such agreement. To the Company's knowledge, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Company or any of its Subsidiaries under any such agreement. To the Company's knowledge, there have been no breaches of such agreement by any of the other parties thereto.

Environmental and Safety Matters. (a) The Company After giving effect to the Transactions, each of the Borrower, the Guarantors and its Subsidiaries have at all times complied TAFSI is in all material respects compliance with all applicable Environmental and Safety RequirementsLaws, which with the exception of instances that will not in the aggregate result in any material liability on the part of the Borrower, TAFSI or the applicable Guarantor, individually or collectively. (i) None of the Borrower, the Guarantors, or TAFSI has received notice of any failure to comply with, nor has any such notice been issued that has not been fully satisfied so as to bring any property of the Borrower, TAFSI or either Guarantor into full compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements Laws, except where such noncompliance could not reasonably be expected to have a Material Adverse Effect; (ii) after giving effect to the Transactions, the plants and facilities of the Borrower and its subsidiaries do not use, manage, treat, store or dispose of any Hazardous Substances in violation of any Environmental and Safety Laws, except where such violations could not reasonably be expected to have a Material Adverse Effect; (iii) after giving effect to the Transactions, all licenses, permits or registrations (or any extensions thereof) required under any Environmental and Safety Law for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) business of the Disclosure ScheduleBorrower and its subsidiaries as proposed to be conducted have been obtained and each of the Borrower and its subsidiaries is in compliance therewith, since February 19except for the failure to obtain such licenses, 2008, permits or registrations or to comply therewith which could not reasonably be expected to have a Material Adverse Effect; and (iv) neither the Company Borrower nor any of its Subsidiaries has received subsidiaries is in noncompliance with, breach of or default under any notice, reportapplicable writ, order, judgment, injunction or directive regarding anydecree where such noncompliance, breach or default will materially and adversely affect the ability of the Borrower or any of its subsidiaries, as applicable, to operate any real property owned or leased by it, and no event has occurred and is not subject to any litigationcontinuing that, proceedings with the passage of time or order regarding anythe giving of notice or both, actual will constitute such noncompliance, breach or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertydefault thereunder. (c) Except as set forth (i) No Hazardous Substance has been Released (and no oral or written notification of such Release has been filed) or is present whether or not in Section 4.27(c) a reportable or threshold planning quantity, at, on or under any property owned or leased by the Borrower or any of its subsidiaries during the period of the Disclosure ScheduleBorrower's or such subsidiary's ownership or lease of such property, neither or to the Company knowledge of the Borrower or such subsidiary at any time previous to such ownership or lease, under conditions that require remedial action under applicable Environmental and Safety Laws, except where such remedial action could not reasonably be expected to have a Material Adverse Effect, (ii) no property now or previously owned or leased by the Borrower or any of its subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances to any site listed, or proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar Federal, state or foreign list of sites requiring investigation or cleanup, except where any liability for such transportation or arrangement for transportation could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has treatedsubsidiaries is aware of any event, storedcondition or circumstance involving environmental pollution or contamination, disposed or employee safety or health relating to the use or handling of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person exposure to, any substance (including without limitation any hazardous substance)Hazardous Substances, owned or operated any property or facility which is or has been contaminated by any substance, so as that could reasonably be expected to give rise to any current or future liabilities under any Environmental and Safety Requirements result in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposurea Material Adverse Effect. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of The Borrower and its Subsidiaries has assumedare conducting and will continue to conduct their respective businesses and operations in an environmentally responsible manner, undertakenand the Borrower and its Subsidiaries, or provided taken as a whole, are not and have no reason to believe that they will be subject to any indemnity with respect to, any liability requirement of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished Laws that will result in cash expenditures related to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlmatters that could have a Material Adverse Effect.

Environmental and Safety Matters. In each case, except as set forth on Schedule 2.01: (a) The Company There are no claims, actions, suits, proceedings, demands, notices or, to the knowledge of any Originator and each of its Subsidiaries, investigations alleging actual or potential liability of any Originator or its Subsidiaries under or for violation of, or otherwise relating to, any Environmental Law that could, individually or in the aggregate, reasonably be expected to have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesa Material Adverse Effect. (b) Except as set forth for items that could not reasonably be expected to have , individually or in Section 4.27(bthe aggregate, a Material Adverse Effect, (i) each Originator and each of their respective Subsidiaries and each of their Real Property, other assets and operations are in compliance with all applicable Environmental Laws, including all Environmental Permits; (ii) none of the Disclosure Scheduleproperties currently or, since February 19to the knowledge of any Originator or any of its Subsidiaries, 2008formerly, neither owned, leased or operated by any Originator or any of its Subsidiaries is listed or formally proposed for listing on the Company nor National Priority List under CERCLA, or any analogous list maintained pursuant to any Environmental Law; (iii) all asbestos or asbestos-containing material on, at or in any property or facility currently owned, leased or operated by any Originator or any of its Subsidiaries is in compliance with Environmental Laws; and (iv) there has been no Release of Hazardous Materials by any Person on, at, under or from any property or facility currently or formerly owned, leased or operated by any Originator or any of its Subsidiaries and there has been no Release of Hazardous Materials by any Originator or any of its Subsidiaries at any other location. (c) The properties and facilities owned, leased or operated by such Originator and its Subsidiaries do not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, (ii) require investigation or other response or corrective action under, or (iii) could reasonably be expected to give rise to liability under, Environmental Laws, which violations, actions and/or liabilities, individually or in the aggregate, could, reasonably be expected to result in a Material Adverse Effect. (d) None of such Originator, or any of its Subsidiaries is undertaking or financing, in whole or in part, either individually or together with other potentially responsible parties, any investigation, response or other corrective action relating to any actual or threatened Release of Hazardous Materials at any property, facility or location pursuant to any Environmental Law except for such investigation, response or other corrective action that, individually or in the aggregate, could not, reasonably be expected to result in a Material Adverse Effect. (e) All Hazardous Materials generated, used, treated, handled or stored by such Originator or any of its Subsidiaries at, or transported by or on behalf of such Originator or any of its Subsidiaries to or from, any property or facility currently or formerly owned, leased or operated by such Originator or any of its Subsidiaries have been disposed of in a manner which could not reasonably be expected to result, individually or in the aggregate in a Material Adverse Effect. (f) Except as could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, none of such Originator or any of its Subsidiaries has received any notice, report, order, or directive regarding anycontractually assumed, and is not subject or a party to any litigationjudgment, proceedings order, decree or order regarding anyagreement which imposes, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising obligation under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, or relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureLaw. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on the attached "Environmental Schedule": ---------------------- (a) The Company and its Subsidiaries have at all times complied with and are currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Company nor its Subsidiaries have received any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or its Subsidiaries or any of their properties or facilities that has not been complied with. (b) Without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are currently in compliance has included obtaining and complying in with, all material respects at all times with all material material, permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. (b) Except as . A list of all such permits, licenses and other authorizations is set forth in Section 4.27(b) of on the Disclosure attached Environmental Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) Neither this Agreement nor the consummation of the Disclosure Scheduletransactions contemplated by this Agreement shall impose any obligations on the Company and its Subsidiaries or otherwise for site investigation or cleanup, neither or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (d) To the best of the Company's knowledge, none of the following exists at any property or facility owned, occupied or operated by the Company or any of its Subsidiaries if the existence of same would violate Environmental Laws: (i) underground storage tanks or surface impoundments; (ii) asbestos-containing materials in any form or condition; or (iii) materials or equipment containing polychlorinated biphenyls. (e) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of the Company or future liabilities under any its Subsidiaries pursuant to Environmental and Safety Requirements in effect at the time of such treatment(including, storagewithout limitation, disposalany liability for response costs, transportation, handling, release natural resource damages or exposureattorneys fees pursuant to CERCLA). (df) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eg) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental auditsany property owned, reports, assessments and all other documents materially bearing on environmental, health leased or safety liabilities relating to the past or current operations or facilities of operated by the Company and all or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Without limiting the generality of Sections 4.19(a) and (ab), except as set forth on Schedule 4.19(c): (i) The Company has complied, and its Subsidiaries have at is in compliance with, all times complied in all material respects with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which the Company has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businesses.the Business. A list of all such permits, licenses and other authorizations is set forth on the attached Schedule 4.19(b). 41 (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of its Subsidiaries has not received any written or oral notice, reportreport or other information regarding any liabilities (whether accrued, orderabsolute, contingent, unliquidated or directive regarding anyotherwise) or investigatory, remedial or corrective obligations, relating to it or its facilities and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither operated or occupied by the Company: (1) underground storage tanks or surface impoundments (2) asbestos-containing material in any form or condition; or (3) materials or equipment containing polychlorinated biphenyls. (v) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any substance, including any Hazardous Substance, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure ScheduleCompany for response costs, neither natural resource damages or attorneys' fees pursuant to the Company nor any Comprehensive Environmental Response, Compensation and Liability Act of its Subsidiaries has assumed1980, undertakenas amended ("CERCLA"), or provided any indemnity with respect to, any liability of any other Person relating to similar state or local Environmental and Safety Requirements. (evi) Neither this Agreement nor the consummation of the Merger will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Entity or third parties, pursuant to any so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) The Company has furnished not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Investor true any Environmental and correct copies of all environmental auditsSafety Requirements. (viii) No Environmental Lien has attached to any property now or previously owned, reportsleased or operated by the Company. (ix) Without limiting the foregoing, assessments and all other documents materially bearing on environmentalno facts, health events or safety liabilities conditions relating to the Leased Real Property, or other past or current present facilities, properties or operations or facilities of the Company will prevent, hinder or limit continued compliance with Environmental and all Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite Releases or threatened Releases of its SubsidiariesHazardous Substances, in each case which are in its possession personal injury, property damage or under its reasonable controlnatural resource damage.

Environmental and Safety Matters. HotData has not received any outstanding notice concerning, and there are no violations of, and there is no pending or threatened investigation, claim or allegation from any governmental authority, regulatory authority or third party relating to or associated with a potential violation of applicable federal, state and local laws, regulations, rules, ordinances, permits, licenses, authorizations or orders related to: (ai) The Company toxic or hazardous materials or wastes of any kind (including, without limitation, petroleum and its Subsidiaries have at all times complied in all material respects with derivatives and by-products, other hydrocarbons, asbestos and asbestos-containing materials, and PCBs or other materials regulated under any Environmental Laws (as defined below) (collectively “Hazardous Materials”); (ii) the protection of the environment (including, without limitation, the Resource Conservation and Recovery Act of 1976, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Federal Water Pollution Control Act and the Clean Air Act), any and all applicable Environmental and Safety Requirementslaws, which compliance has included obtaining and complying in all material respects at all times with all material ordinances, regulations, orders, decrees, judgments, injunctions, permits, approvals and licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Scheduleissued, since February 19, 2008, neither the Company nor promulgated or entered by any of its Subsidiaries has received any notice, report, order, governmental or directive regarding any, and is not subject to any litigation, proceedings quasi-governmental entity or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, agency relating to the businessenvironment, to employee health or safety as it pertains to the Owned Real Property use or Leased Real Property. handling of remediation of (cor exposure to) Except as set forth in Section 4.27(cHazardous Materials, to the preservation or reclamation of natural resources or to the management, release or threatened release of contaminants or noxious odors (collectively “Environmental Laws”); or (iii) occupational or public health or safety (collectively “Safety Laws”) with respect to the Assets or the Business. To HotData’s knowledge, (A) there are no Hazardous Materials or underground storage tanks (“USTs”) at, on or under the premises located at 00000 Xxxxx Xxxx, Suite 100, Austin, Texas 78758-4902, (B) no Hazardous Materials have been transported or released from the premises located at 00000 Xxxxx Xxxx, Suite 100, Austin, Texas 78758-4902 and (C) no Hazardous Materials have been disposed of the Disclosure Scheduleor stored at 00000 Xxxxx Xxxx, neither the Company nor any of its Subsidiaries has treatedSuite 100, storedAustin, disposed of, arranged for Texas 78758-4902 that have or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities would require remediation under any Environmental and Laws or Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureLaws. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except to the extent the following circumstances, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The Company and its Subsidiaries have at all times complied are in all material respects compliance with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which the Company and each of its Subsidiaries have obtained, and are in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, including any hazardous substance except in compliance with Environmental and Safety Requirements, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as ) in a manner that has given or could reasonably be expected to give rise to any current liabilities of the Company or future liabilities under any of its Subsidiaries, including any liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or attorney fees, pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”) or the Solid Waste Disposal Act, as amended or any other Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (d) Except as set forth in Section 4.27(d) To the Company’s knowledge, no facts, events or conditions relating to the past or present facilities, properties or operations of the Disclosure ScheduleCompany or any of its Subsidiaries will prevent continued compliance with Environmental and Safety Requirements, neither give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (e) Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental and Safety Requirements. (f) Neither the Company nor any of its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on the attached ENVIRONMENTAL SCHEDULE: (a) The Company and its Subsidiaries have at all times has complied in all material respects with and is in compliance in all applicable material respects with all Environmental and Safety Requirements, which compliance . The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any oral or written notice, report, order, report or directive information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as . (b) Neither this Agreement nor the consummation of the date transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of the applicable Closing, relating to the business, the Owned Real Property any government agencies or Leased Real Propertythird parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (c) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility currently or previously owned, neither occupied or operated by the Company: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments or other disposal areas. (i) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (eii) The Company has furnished not, either expressly or by operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to Investor true any Environmental and correct copies of Safety Requirements. (iii) The Company has provided to Buyer all environmental audits, reports, assessments reports and all other material environmental documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all any of its Subsidiariesfacilities, in each case which audits, reports and documents are in its possession possession, custody or under its reasonable control.

Environmental and Safety Matters. (a) The Company After giving effect to the Additional Transactions, each of the Borrower, the Guarantors and its Subsidiaries have at all times complied TAFSI is in all material respects compliance with all applicable Environmental and Safety RequirementsLaws, which with the exception of instances that will not in the aggregate result in any material liability on the part of the Borrower, TAFSI or the applicable Guarantor, individually or collectively. (i) None of the Borrower, the Guarantors, or TAFSI has received notice of any failure to comply with, nor has any such notice been issued that has not been fully satisfied so as to bring any property of the Borrower, TAFSI or any Guarantor into full compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for Laws, except where such noncompliance could not reasonably be expected to have a Material Adverse Effect; (ii) after giving effect to the occupation of their Additional Transactions, the plants and facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure ScheduleBorrower and its subsidiaries do not use, since February 19manage, 2008treat, neither the Company nor store or dispose of any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged Hazardous Substances in violation of any Environmental and Safety RequirementsLaws, except where such violations could not reasonably be expected to have a Material Adverse Effect; (iii) after giving effect to the Additional Transactions, all licenses, permits or registrations (or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cextensions thereof) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities required under any Environmental and Safety Requirements Law for the business of the Borrower and its subsidiaries as proposed to be conducted have been obtained and each of the Borrower and its subsidiaries is in effect at compliance therewith, except for the failure to obtain such licenses, permits or registrations or to comply therewith which could not reasonably be expected to have a Material Adverse Effect; and (iv) neither the Borrower nor any of its subsidiaries is in noncompliance with, breach of or default under any applicable writ, order, judgment, injunction or decree where such noncompliance, breach or default will materially and adversely affect the ability of the Borrower or any of its subsidiaries, as applicable, to operate any real property owned or leased by it, and no event has occurred and is continuing that, with the passage of time or the giving of notice or both, will constitute such noncompliance, breach or default thereunder. (i) No Hazardous Substance has been Released (and no oral or written notification of such treatmentRelease has been filed) or is present whether or not in a reportable or threshold planning quantity, storageat, disposalon or under any property owned or leased by the Borrower or any of its subsidiaries during the period of the Borrower's or such subsidiary's ownership or lease of such property, transportationor to the knowledge of the Borrower or such subsidiary at any time previous to such ownership or lease, handlingunder conditions that require remedial action under applicable Environmental and Safety Laws, release except where such remedial action could not reasonably be expected to have a Material Adverse Effect, (ii) no property now or exposurepreviously owned or leased by the Borrower or any of its subsidiaries has, directly or indirectly, transported or arranged for the transportation of any Hazardous Substances to any site listed, or proposed for listing, on the National Priorities List promulgated pursuant to CERCLA, on CERCLIS (as defined in CERCLA) or on any similar Federal, state or foreign list of sites requiring investigation or cleanup, except where any liability for such transportation or arrangement for transportation could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of its subsidiaries is aware of any event, condition or circumstance involving environmental pollution or contamination, or employee safety or health relating to the use or handling of, or exposure to, Hazardous Substances, that could reasonably be expected to result in a Material Adverse Effect. (d) Except The Borrower and its subsidiaries are conducting and will continue to conduct their respective businesses and operations in an environmentally responsible manner, and the Borrower and its subsidiaries, taken as set forth in Section 4.27(d) a whole, are not and have no reason to believe that they will be subject to any requirement of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished Laws that will result in cash expenditures related to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlmatters that could have a Material Adverse Effect.

Environmental and Safety Matters. Except as set forth in the Future Disclosure Schedule and except for such of the following as would not, individually or in the aggregate, have a Material Adverse Effect with respect to Future and its Subsidiaries: (a) The Company each of Future and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental Laws; (b) neither Future nor any of its Subsidiaries has received a notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to its past or present operations or properties; (c) Future or a Subsidiary has obtained, and Safety Requirements, which is and has been in compliance has included obtaining and complying in all material respects at all times with all material terms and conditions of, all permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements Laws for the its occupation of their facilities the real property owned by Future and its Subsidiaries (in this Section, an "Owned Property") the property leased by the Future and its Subsidiaries (in this Section, a "Leased Property") and the operation other assets and operations of the Future and its Subsidiaries and the conduct of their respective businesses. business; and (bd) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company Future nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, contingent liability which is material to Future and is not subject to its Subsidiaries as a whole in connection with the release of any litigation, proceedings or order regarding any, actual or alleged hazardous materials into the environment in violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatmentLaw. Future has made available to Bargo true, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct complete xxx xorrect copies of all environmental audits, reports, assessments and all other documents materially bearing on environmentalanalyses, health tests or safety liabilities relating to monitoring in the possession of the Future during the past two years pertaining to any Owned Property or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlLeased Property.

Environmental and Safety Matters. Except as set forth on Schedule 2V attached hereto: (ai) The Company Each of the Companies and its Subsidiaries have at all times their respective predecessors has complied with and is in all material respects compliance with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which each of the Companies has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesits business. (biii) Except as set forth in Section 4.27(b) of Neither the Disclosure Schedule, since February 19, 2008, neither the Company Companies nor any of its Subsidiaries their respective predecessors or Affiliates has received any written or, to the Knowledge of any Mannxxx Xxxty, oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to either of them or their facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned or operated by either of the Companies in a condition that has given or would give rise to liability under any Environmental and Safety Requirements: (1) underground storage tanks, neither (2) asbestos-containing material in any form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (v) Neither of the Company nor any of its Subsidiaries Companies or their respective predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that would give rise to liabilities, including any current liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or future liabilities under attorney fees, pursuant to CERCLA or any other Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (dvi) Except as set forth in Section 4.27(d) Neither this Agreement nor the consummation of the Disclosure Scheduletransaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, neither or notification to or consent of government agencies or third parties, pursuant to any of the Company so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) Neither of the Companies nor any of its Subsidiaries has their respective predecessors has, either expressly or by operation of law, assumed, undertakenundertaken or otherwise become subject to any liability, including without limitation any obligation for corrective or provided any indemnity with respect toremedial action, any liability of any other Person relating to Environmental and Safety Requirements. (eviii) The Company has furnished to Investor true and correct copies of all environmental auditsNo facts, reports, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present facilities, properties or operations or facilities of the Company Companies or any of their respective predecessors will prevent, hinder or limit continued compliance with Environmental and all Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to onsite or offsite Releases or threatened Releases of its Subsidiarieshazardous materials, in each case which are in its possession substances or under its reasonable controlwastes, personal injury, property damage or natural resources damage.

Environmental and Safety Matters. Except as set forth on the -------------------------------- Environmental Schedule attached hereto, with respect to the Business: ---------------------- (a) The Company Seller and its Subsidiaries have at all times complied are currently in compliance in all material respects with all applicable Environmental and Safety Requirements, and neither Seller nor its Subsidiaries have received any written notice, report or information regarding any material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any material corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Owned Real Property, Purchased Assets or the Business. (b) Without limiting the generality of the foregoing, Seller and its Subsidiaries have obtained and are in compliance has included obtaining and complying in all material respects at with, all times with permits, licenses and other authorizations that are required pursuant to any Environmental and Safety Requirements for the occupancy of the Owned Real Property or the operation of the Business. A list of all such material permits, licenses and other authorizations required pursuant is set forth on the Environmental Schedule. ---------------------- (c) Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations on Seller and its Subsidiaries or otherwise for site investigation or cleanup, or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements for the occupation of their facilities (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and the operation of their respective businessesregulations). (bd) Except as set forth in Section 4.27(b) None of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, following exists at the Owned Real Property Property: (i) underground storage tanks or Leased Real Propertysurface impoundments; (ii) asbestos-containing materials in any form or condition; or (iii) materials or equipment containing polychlorinated biphenyls. (ce) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company Neither Seller nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)Hazardous Materials) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current material liabilities of Seller or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumedfor response costs, undertaken, natural resource damages or provided any indemnity with respect to, any liability of attorneys fees pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (ef) The Company has furnished to Investor true and correct copies Without limiting the generality of all environmental auditsthe foregoing, reportsno facts, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present properties, facilities or operations or facilities of the Company Business prior to the Closing shall prevent, hinder or limit continued material compliance with Environmental and all Safety Requirements, give rise to any material corrective, investigatory or remedial obligations pursuant to Environmental and Safety Requirements or give rise to any other material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements (including, without limitation, those liabilities relating to onsite or offsite Releases or threatened Releases of Hazardous Materials, personal injury, property damage or natural resources damage). (g) Neither Seller nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (h) Seller makes no representation or warranty concerning environmental matters or Environmental and Safety Requirements other than those contained in this Section 6.23 and Section 9.3. (i) No Environmental Lien has attached to any property owned, leased or operated by Seller or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Without limiting the generality of Sections 3.18(a) and (ab): (i) The Company TechSys has complied, and its Subsidiaries have at is in compliance with, all times complied in all material respects with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which TechSys has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesthe Business. A list of all such permits, licenses and other authorizations is set forth on the attached Schedule 3.18(b). (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries TechSys has not received any written or oral notice, reportreport or other information regarding any liabilities (whether accrued, orderabsolute, contingent, unliquidated or directive regarding anyotherwise) or investigatory, remedial or corrective obligations, relating to it or its facilities and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither the Company nor operated or occupied by TechSys: (1) underground storage tanks or surface impoundments (2) asbestos-containing material in any of its Subsidiaries form or condition; or (3) materials or equipment containing polychlorinated biphenyls. (v) TechSys has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any substance, including any Hazardous Substance, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of TechSys for response costs, natural resource damages or future liabilities under any attorneys' fees pursuant to the Comprehensive Environmental Response, Compensation and Safety Requirements in effect at the time Liability Act of such treatment1980, storage, disposal, transportation, handling, release or exposure. as amended (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken"CERCLA"), or provided any indemnity with respect to, any liability of any other Person relating to similar state or local Environmental and Safety Requirements. (evi) The Company Neither this Agreement nor the consummation of the Merger will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Entity or third parties, pursuant to any so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) TechSys has furnished not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Investor true any Environmental and correct copies of all environmental auditsSafety Requirements. (viii) No Environmental Lien has attached to any property now or previously owned, reportsleased or operated by TechSys. (ix) Without limiting the foregoing, assessments and all other documents materially bearing on environmentalno facts, health events or safety liabilities conditions relating to the Leased Real Property, or other past or current present facilities, properties or operations of TechSys will prevent, hinder or facilities limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite Releases or threatened Releases of the Company and all of its SubsidiariesHazardous Substances, in each case which are in its possession personal injury, property damage or under its reasonable controlnatural resource damage.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 4.9, Seller has, to its knowledge, complied and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental and Safety Requirements, which except where the failure to comply would not have a Material Adverse Effect. (b) Without limiting the generality of the foregoing, Seller has, to its knowledge, obtained and complied with, and is in material compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its respective facilities and the operation of their respective businessesthe Business and which are material to the Business, a list of all such permits, licenses and other authorizations is set forth on Schedule 4.9 hereto. (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Seller has not received any written notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, including any investigatory, remedial or any liability corrective obligations, relating to the Real Property or potential liability the Business and arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating Requirements where such actual or alleged violation is or may be material to the business, the Owned Real Property or Leased Real Propertythe Business. (cd) Except as set forth in Section 4.27(c) on Schedule 4.9, to Seller's knowledge, none of the Disclosure Schedulefollowing exists at any property or facility owned or operated by Seller: 1) underground storage tanks, neither landfills, surface impoundments or waste disposal areas; 2) asbestos-containing material in any form or condition; or 3) materials or equipment containing polychlorinated biphenyls. (e) To the Company nor any knowledge of its Subsidiaries Seller, Seller has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), substance or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance), so as to in a manner that has given or could give rise to liability, including any current liability for corrective action costs, response costs, personal injury, property damage, natural resources damages or future liabilities under attorney fees pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA") or the Resource Conservation and Recovery Act ("RCRA"), or any other Environmental and Safety Requirements in effect at the time of where such treatment, storage, disposal, transportation, handling, release or exposureliability may have a Material Adverse Effect. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (i) Except as set forth on the attached ENVIRONMENTAL SCHEDULE: (a) The Company has complied with and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental and Safety Requirements, which compliance . The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any oral or written notice, report, order, report or directive information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as . (b) Neither this Agreement nor the consummation of the date transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of the applicable Closing, relating to the business, the Owned Real Property any government agencies or Leased Real Propertythird parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (c) Except as set forth in Section 4.27(c) To the best of the Disclosure ScheduleCompany's knowledge, neither none of the following exists at any property or facility owned, occupied or operated by the Company: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments or other disposal areas. (d) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property in a manner that has given or facility which is or has been contaminated by any substance, so as to could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies not, either expressly or by operation of all environmental auditslaw, reportsassumed or undertaken any liability or corrective, assessments and all investigatory or remedial obligation of any other documents materially bearing on environmental, health or safety liabilities Person relating to any Environmental and Safety Requirements. (f) No Environmental Lien has attached to any property owned, leased or operated by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. Except as set forth on the attached ENVIRONMENTAL SCHEDULE, the Company and its Subsidiaries have complied and are in compliance with all Environmental and Safety Requirements (a) including without limitation all permits and licenses required thereunder). The Company and its Subsidiaries have at all times complied in all material respects with all applicable received no oral or written notice of any violation of, or any liability (contingent or otherwise), investigatory, corrective or remedial obligation under, any Environmental and Safety Requirements. Neither this Agreement nor the consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, which compliance has included obtaining and complying in all material respects at all times with all material permitsor notification to or consent of government agencies or third parties, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, so-called "transaction-triggered" or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of "responsible property transfer" Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of . To the date of the applicable Closing, relating to the businessCompany's Knowledge, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of and its Subsidiaries has treated, storedhave not released, disposed of, of or transported or arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation of any hazardous substance), substance or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance) in a manner that has given or would give rise to liabilities under CERCLA, so the Resource Conservation and Recovery Act (as amended) or any other Environmental and Safety Requirements. To the Company's Knowledge, there are no underground storage tanks, asbestos-containing material in any form and condition, polychlorinated biphenyls or landfills, surface impoundments or disposal areas at any property or facility owned or operated by the Company or its Subsidiaries. To the Company's Knowledge, no Environmental Lien has attached to any property owned, leased or operated by the Company or its Subsidiaries. To the Company's Knowledge, no facts or circumstances with respect to the past or current operation or facilities of the Company and its Subsidiaries or any predecessor or affiliate thereof (including, without limitation any onsite or offsite disposal or release of hazardous materials, substances or wastes) would give rise to any current liability or future liabilities corrective or remedial obligation under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Requirements. Except as set forth in Section 4.27(d) of on the Disclosure Environmental Schedule, to the Company's Knowledge, neither the Company and its Subsidiaries, nor any of its Subsidiaries has assumedpredecessors or affiliates has, undertakeneither expressly or by operation of law, assumed or provided any indemnity with respect to, undertaken any liability or obligation of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in on Section 4.27(b4(hh) of the Disclosure Schedule, since February 19, 2008, neither : (i) the Company nor is in compliance and has conducted all activities and operations in compliance with all applicable Environmental Laws; (ii) the Company has all Environmental Permits to conduct its operations or activities as currently conducted, all such Environmental Permits are in full force and effect, the Company has not received any written notice from any federal, state, local, provincial or foreign government (and all agencies thereof) that such governmental authority has or intends to suspend, adversely amend or revoke, whether in whole or in part, any such Environmental Permit and the Company has not received any written notice from any other Person that such Person has or intends to file suit challenging an application for any Environmental Permit or modification thereto; (iii) to the Knowledge of any of its Subsidiaries the Sellers, there is no reasonable basis to believe that the Company may receive any Environmental Complaint, whether directed or issued to the Company, or relating or pertaining to any predecessor of the Company, to any prior owner, operator or occupant of the real property currently leased or subleased by the Company, to any real property currently leased or subleased by the Company or to any real property formerly leased or subleased by the Company or any predecessor of the Company which is reasonably likely to be adversely determined against the Company, and the Company has not received any noticeEnvironmental Complaint which has not been fully resolved; (iv) the Company has not sent Regulated Substances for storage, reporttreatment, orderdisposal, recycling, collection, refining, reclamation or directive regarding any, and is not subject other management to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property site or facility which is identified or, to the Knowledge the Company or has been contaminated of any of the Sellers, proposed to be identified pursuant to Environmental Laws on any list of properties affected by any substanceContamination, so as suspected to give rise to any current be affected by Contamination or future liabilities under any Environmental and Safety Requirements in effect at which is the time subject of such treatment, storage, disposal, transportation, handling, release or exposure.a Remedial Action; (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (ev) The Company has furnished sent Regulated Substances only to Investor true sites and correct copies of all environmental auditsfacilities which were authorized to store, reportstreat, assessments and all other documents materially bearing on environmentaldispose, health recycle, collect, refine, reclaim or safety liabilities relating otherwise manage such Regulated Substances; (vi) no Security Interest authorized by Environmental Laws exists against the real property leased or subleased by the Company and, to the past or current operations or facilities Knowledge of the Company or any of the Sellers, there is no reasonable basis to believe that such a Security Interest may be imposed; (vii) the transactions contemplated by this Agreement will not trigger nor have they triggered any obligation under any applicable Environmental Laws to make a filing, provide a notice, provide other disclosure or take any other action, or in the event that any such transaction-triggered obligation does arise or has arisen under any Environmental Laws, all such actions required thereby have been taken in compliance with applicable Environmental Laws; (viii) the Company has conducted all activities and operations in compliance with all applicable environmental safety laws; (ix) The Company does not use any above or underground tank and no such tank is located in, on or under the Real Property; (x) no material capital expenditures are or will be required for compliance with applicable Environmental Laws now in force or which are due to be imposed within the next six months; (xi) The Company has not conducted or submitted Remedial Action to any federal, state, local or foreign government (and all of its Subsidiariesagencies thereof) nor was it required to submit or conduct such Remedial Action; and (xii) the Company has not knowingly waived or released any Person's liability with regard to Contamination in, in each case which are in its possession on, under or under its reasonable controlaround any real property currently or formerly owned, occupied, leased or subleased by the Company nor retained or assumed, contractually or otherwise, any other Person's liability relative to such Contamination or any Environmental Complaint relating thereto.

Environmental and Safety Matters. (ai) The Company has complied with and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental and Safety Requirements, which compliance . The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any oral or written notice, report, order, report or directive information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as . Neither this Agreement nor the consummation of the date transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of the applicable Closing, relating to the business, the Owned Real Property any government agencies or Leased Real Propertythird parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (cii) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither occupied or operated by the Company: underground storage tanks; asbestos-containing material in any form or condition; materials or equipment containing polychlorinated biphenyls; or landfills, surface impoundments or other disposal areas. (iii) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or could give rise to any current liabilities (including any liability for response costs, corrective action costs, personal injury, natural resource damages, property damage or future liabilities under attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Environmental and Safety Requirements in effect at the time Requirements. The Company has not, either expressly or by operation of such treatmentlaw, storage, disposal, transportation, handling, release assumed or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eiv) The Company has furnished to Investor true and correct copies For purposes of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.this Agreement:

Environmental and Safety Matters. Except as set forth on Schedule 3.20(b): (a) The To the Knowledge of Sellers, Company (and Seller Affiliates with respect to its Subsidiaries activities related to the Company) have at all times complied and are in all material respects compliance with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, to the Knowledge of Sellers, Company (and Seller Affiliates with respect to its activities related to the Company) have obtained and at all times complied with, and is in compliance with, all Permits that may be required pursuant to any Environmental and Safety Requirements, which compliance all such Permits being listed on Schedule 3.20(b). With respect to the Permits listed on Schedule 3.20(b): (i) Sellers and Company have provided to Purchaser true, correct and complete copies of all such Permits; (ii) all such Permits are in full force and effect, (iii) no event has included obtaining occurred that allows, or upon the giving of notice or lapse of time or otherwise would allow, revocation or termination of such Permits; and complying in (iv) all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements such Permits may be relied upon by Purchaser for the occupation lawful operation of their facilities Company’s business, and the operation of their respective businessesReal Property, on and after the Closing without notice to or filing with any Government Entity, and without transfer, reissuance or other governmental action. (bc) Except as set forth in Section 4.27(bNeither Company (nor Seller Affiliates with respect to its activities related to the Company) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has have received any oral or written notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability Liabilities or potential liability Liabilities, including any investigatory or remedial obligations, arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cd) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither occupied or operated by Company: (i) underground storage tanks; (ii) asbestos containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; (iv) landfills, surface impoundments or other disposal areas; (v) xxxxx; or (vi) on-site sewage or wastewater disposal systems, and Company has not used and does not currently use or dispose of Hazardous Substances, whether in the Ordinary Course of Business or otherwise. (e) Company nor any of its Subsidiaries has not: (i) treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, to or released any substance (including without limitation any hazardous substanceHazardous Substance); or (ii) to the Knowledge of Sellers, owned owned, leased, occupied or operated any facility or property (and to the Knowledge of Sellers, no such property or facility which is or has been contaminated by any substanceHazardous Substance), in both of cases (i) and (ii) above, so as to give rise to any current or future liabilities under Company Liabilities, including any Environmental and Safety Requirements in effect at the time of such treatmentLiability for response costs, storagecorrective action costs, disposalpersonal injury, transportationnatural resource damages, handling, release property damage or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertakenattorneys’ fees, or provided any indemnity with respect tocorrective, any liability of investigatory or remedial obligations, pursuant to CERCLA, the Solid Waste Disposal Act, as amended, or any other Person relating to Environmental and Safety Requirements. (ef) The Neither this Agreement nor the consummation of the transactions that are contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Entity or other Third Party, pursuant to any of the so-called “transaction-triggered” or “responsible property transfer” Environmental and Safety Requirements. (g) Neither Company nor any Seller or their predecessors and Affiliates have assumed, undertaken or otherwise become subject to any Liability, including any obligation for corrective, investigatory or remedial action, of any other Person relating to any Environmental and Safety Requirements. (h) Neither Company, any Seller, nor to the Knowledge of Sellers any of their predecessors or Affiliates, has furnished any Liability or potential liability with respect to Investor true the presence or alleged presence of asbestos, asbestos-containing material, silica or any other hazardous material in any product or at or upon any property or facility. (i) Each of the Sellers and Company have provided to Purchaser true, correct and complete copies of all environmental audits, reports, assessments reports and all other material environmental documents materially bearing on environmental, health or safety liabilities relating to the past or current properties, facilities or operations or facilities of the Company and all of its Subsidiaries, in each case Seller Affiliates or their respective predecessors or Affiliates which are in its possession or under its reasonable control, all such documents being listed on Schedule 3.20(i). (j) Set forth on Schedule 3.20(j) is a detailed discussion of each and every Liability or potential Liability arising under Environmental and Safety Requirements and related to the operation of the business, events, circumstances, or actions or omissions by or on behalf of the Sellers or Company and Seller Affiliates prior to Closing, or related to the Real Property as of the Closing or ownership or use of such property prior to Closing, including, without limitation, violations of Environmental and Safety Requirements prior to the Closing, the presence of Hazardous Substances as of the Closing and any pending environmental clean-up initiatives existing as of the Closing, together with a breakdown of the required clean-up, testing, treatment, closure, reporting or other costs or Liabilities associated therewith (collectively, “Existing Environmental Liabilities”).

Environmental and Safety Matters. Except as set forth on Schedule 6.19, with respect to the Business, the Premises and the Acquired Assets: (a) The Company the Sellers and its Subsidiaries their Affiliates, as applicable, have at all times complied and are in material compliance, in all material respects (provided the lack of any compliance will not have or have had a Material Adverse Effect on the Business or the Acquired Assets), with all applicable Environmental and Safety Requirements; (b) without limiting the generality of the foregoing, which compliance has included obtaining each of the Sellers and complying any of their Affiliates have obtained and complied with, and are in material compliance, in all material respects at all times (provided the lack of any compliance will not have or have had a Material Adverse Effect on the Business or the Acquired Assets), with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities the Premises and the operation of their respective businesses.the Business, including, but not limited to, the sale and storage of fuel and fuel oil and the disposal of the Business’s waste water, a list of all such permits, licenses and other authorizations is set forth on Schedule 6.19(b); (bc) Except as set forth in Section 4.27(b) none of the Disclosure Schedule, since February 19, 2008, neither the Company Sellers nor any of its Subsidiaries has their Affiliates have received any written or oral notice, report, order, report or directive other information or has any knowledge regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, including any investigatory, remedial or corrective obligations, relating to the Business, the Premises or any liability or potential liability Acquired Asset arising under Environmental and Safety Requirements; (d) to each of the Seller’s knowledge, none of the following exists at the Premises: (i) asbestos-containing material in any form or condition; (ii) materials or equipment containing polychlorinated biphenyls; or (iii) landfills, surface impoundments (i.e. ground disposals areas, covered or uncovered, in effect prior to and as which trash or any other materials are stored or disposed of) or similar disposal areas; (e) none of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company Sellers nor any of its Subsidiaries their Affiliates have caused, will not knowingly cause, and there has treated, stored, disposed of, arranged for or permitted not occurred during the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), time the Sellers have owned or operated the Premises, any property of the Acquired Assets or facility which is or has been contaminated by the Business, the release of any “hazardous substance, so as to give rise to any current or future liabilities under ” on the Premises in violation of any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure.Requirements; (df) Except as set forth in Section 4.27(d) none of the Disclosure Schedule, neither the Company nor Sellers or any of its Subsidiaries has assumedtheir Affiliates has, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements.; and (eg) The Company has furnished to Investor true each of the Seller’s knowledge, Schedule 6.19(g) is a full, complete and correct copies accurate list of all environmental auditsUnderground Storage and Aboveground Storage Tanks (UST’s and AST’s, reportsrespectively) on the Premises, assessments each of which is now and has at all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company times prior hereto been operated and maintained in full compliance with all of its Subsidiaries, in each case which are in its possession or under its reasonable controlapplicable Environmental and Safety Requirements.

Environmental and Safety Matters. (a) The Except as set forth on Schedule 4.10: (i) To the Company's Knowledge, the Company is and its Subsidiaries have at all times complied has been in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all applicable Environmental Laws and has received no notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Business; (ii) The Company has obtained, and is and has been in material permitscompliance at all times with all terms and conditions of, licenses all Licenses and other authorizations Permits pursuant to Environmental Laws for the occupation of its premises and the conduct of its operations; (iii) The Company has filed, and is and has been in material compliance at all times with, all disclosures, reporting, and notifications required pursuant to Environmental and Safety Requirements Laws for the occupation of their facilities its premises and the conduct of its Business; (iv) To the Company's Knowledge, the Company has not received notice that any of the following exists at the Company's properties (other than de minimis amounts of cleaning supplies) in violation of applicable Environmental Laws: hazardous or toxic materials, substances, pollutants, contaminants or waste; polychlorinated biphenyl containing materials or equipment; (v) The transactions contemplated by this Agreement do not impose any obligations under Environmental Laws for site investigation or cleanup or notification to or consent of any government agencies or third parties that has the right to enforce Environmental Laws; (vi) The Company has not received any notice that there are facts, events or conditions relating to the past or present properties or operations of the Business which will (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of the Surviving Corporation or Whitney pursuant to applicable Environmental Laws, or (z) give rise to any liabilities on the part of the Surviving Corporation or Whitney (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including without limitation those liabilities relating to onsite or offsite hazardous substance releases, personal injury, property damage or natural resources damage; and (vii) The Company has not assumed or, to the Company's Knowledge, succeeded (by operation of their respective businesseslaw or otherwise), to any liabilities or obligations of any third party under Environmental Laws for which the Surviving Corporation or Whitney will have any liability following the Closing Date. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished delivered to Investor Whitney true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to studies conducted by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. (a) The Company Except as would not have a Material Adverse Effect: (i) To Seller’s Knowledge, Seller is and its Subsidiaries have has been at all times complied in all material respects compliance with all applicable Environmental Laws and Safety RequirementsSeller has received no written notice, which report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under applicable Environmental Laws with respect to the past or present operations or properties of the Business; (ii) Seller has obtained, and is and has been in compliance has included obtaining and complying in all material respects at all times with all material permitsterms and conditions of, licenses all Licenses and other authorizations Permits issued pursuant to Environmental Laws for the conduct of the Business and the occupation of any premises on which the Business has been conducted; (iii) To Seller’s Knowledge, Seller has filed, and is and has been in compliance at all times with, all disclosures, reporting, and notifications required pursuant to Environmental Laws for the conduct of the Business and Safety Requirements for the occupation of their facilities and any premises on which the operation Business has been conducted; (iv) Seller has not received written notice that any of their respective businesses.the following exists at Seller’s properties (other than de minimis amounts of cleaning supplies) in violation of applicable Environmental Laws: hazardous or toxic materials, substances, pollutants, contaminants or waste; polychlorinated biphenyl-containing materials or equipment; and (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Seller has not received any noticewritten notice that there are facts, report, order, events or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities conditions relating to the past or current present properties or operations or facilities of the Company and all Business which could reasonably be expected to (x) prevent, hinder or limit continued compliance with applicable Environmental Laws, (y) give rise to any corrective, investigatory or remedial obligations on the part of its SubsidiariesBuyer pursuant to applicable Environmental Laws, in each case which are in its possession or under its reasonable control(z) give rise to any liabilities on the part of Buyer (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to applicable Environmental Laws, including, without limitation, those liabilities relating to onsite or offsite hazardous substance releases, personal injury, property damage or natural resources damage.

Environmental and Safety Matters. 4.14.1. Except as may be set forth in KELSAN DISCLOSURE SCHEDULE 4.14, with respect to Kelsan and each Kelsan Subsidiary: (aA) The Company properties, assets and operations of Kelsan and its Subsidiaries have at all times complied and are in all material respects compliance with all applicable federal, state, provincial, local, regional and foreign laws, rules and regulations, orders, decrees, common law, judgments, permits and licenses relating to public worker health and safety (collectively, "Worker Safety Laws") and with the Environmental Laws. With respect to such properties, assets and Safety Requirementsoperations, which compliance has included obtaining and complying in all material respects at all times with all material permitsincluding any previously owned, licenses and other authorizations required pursuant leased or operated properties, assets or operations, to Environmental and Safety Requirements for the occupation Kelsan's Knowledge, there are not past, present or reasonably anticipated future events, conditions, circumstances, activities, practices, incidents, actions or plans of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor Kelsan or any of its predecessors or former Subsidiaries has received any notice, report, order, that would interfere with or directive regarding any, and is not subject to any litigation, proceedings prevent compliance or order regarding any, actual continued compliance with or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current liabilities or future liabilities investigatory, corrective or remedial obligations under any applicable Worker Safety Laws or Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure.Laws; (dB) Except as set forth in Section 4.27(d) of the Disclosure ScheduleKelsan has received no written notice that there is any suit, neither the Company nor claim, action, demand, executive or administrative order, directive, investigation or proceeding pending and, to Kelsan's Knowledge, no such action is threatened, before any court, governmental agency or other forum against it or any predecessor or any of its former Subsidiaries has assumed, undertaken(x) for alleged noncompliance (including by any predecessor) with, or provided any indemnity with respect toliability under, any liability of any other Person relating to Environmental and Safety Requirements. Law or (ey) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the presence of or release into the environment of any Materials of Environmental Concern, whether or not occurring at or on a site owned, leased or operated by it or any Kelsan Subsidiary; (C) To Kelsan's Knowledge, the properties currently owned or operated by Kelsan (including, without limitation, soil, groundwater or surface water on, or under the properties, and buildings thereon) are not contaminated with and do not otherwise contain any Materials of Environmental Concern other than as permitted under applicable Environmental Law; (D) Kelsan has not received any written notice, demand letter, executive or administrative order, directive or request for information from any federal, state, provincial, local or foreign Governmental Entity or any third party indicating that it may be in violation of, or liable under, any Environmental Law; (E) There are no underground storage tanks on, in or under any properties owned or operated by Kelsan, and no underground storage tanks have been closed or removed from any properties owned or operated by Kelsan; and (F) To Kelsan's Knowledge, during the period of Kelsan's or any predecessor's ownership or operation of any of current or past properties, there has been no contamination by or release of Materials of Environmental Concerns in, on, under or affecting such properties that could reasonably be expected to result in material liability under the Environmental Laws. To Kelsan's Knowledge, prior to the period of Kelsan's ownership or operation of any of their respective current operations properties, there was no contamination by or facilities release of Materials of Environmental Concern in, on, under or affecting such properties that could reasonably be expected to result in material liability under the Environmental Laws. 4.14.2. Kelsan has not conducted any environmental studies during the past ten years (other than Phase I studies which did not indicate any contamination of the Company and all environment by Materials of Environmental Concern) with respect to any properties owned or leased by it or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Except as set forth on Schedule 4.19 of the Disclosure Schedules, the Company and its Subsidiaries have has at all times complied complied, and is currently in all material respects compliance, with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesin all material respects. (b) Except as set forth in Section 4.27(bThe Company (i) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any written or oral notice, report, orderreport or other information regarding any actual or alleged violation of, or directive Liabilities under, any Environmental and Safety Requirements or regarding anyany Hazardous Materials, and (ii) is not subject to any litigationOrder or any pending or, proceedings or order to the Knowledge of the Company, threatened Action regarding any, any actual or alleged violation of of, or Liabilities under, any Environmental and Safety Requirements, Requirements or regarding any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real PropertyHazardous Materials. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedReleased, or exposed any Person to, any substance (including without limitation any hazardous substance)Hazardous Materials, or owned or operated any property or facility which is or has been contaminated by any substanceHazardous Materials, so as to give rise to any current or future liabilities under material Liabilities pursuant to any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (d) Except as set forth in Section 4.27(d) None of the Disclosure Schedulefollowing exists on, neither at or under any current or former owned, operated or leased property or facility of the Company nor Company: (i) underground or above-ground storage tanks; (ii) landfills, waste disposal areas, lagoons or surface impoundments; (iii) asbestos-containing material in any of its Subsidiaries has assumed, undertaken, form or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirementscondition; or (iv) materials or equipment containing polychlorinated biphenyls. (e) The Company has furnished not, either expressly or by operation of Law, assumed or undertaken, or provided an indemnity with respect to, any material Liability, including any obligation for corrective or remedial action, of any Person relating to Investor true Environmental and correct copies of Safety Requirements or regarding any Hazardous Materials. (f) There are no facts, events or conditions with respect to current or, to the Company’s Knowledge, former properties, facilities or operations that would prevent, hinder or limit continued compliance in all material respects with Environmental and Safety Requirements or that would be reasonably likely to give rise to corrective action, investigative or remedial obligations or other material Liabilities under any Environmental and Safety Requirement or regarding any Hazardous Materials. (g) The Company has provided to Purchaser all environmental reports, audits, reports, assessments and all other documents information materially bearing on environmental, health or and safety liabilities relating to matters associated with the past or current and former operations or facilities of the Company and all of its Subsidiaries, in each case which that are in its possession or under its reasonable control.

Environmental and Safety Matters. (i) Except as set forth on the attached Environmental Schedule: (a) The Company and each of its Subsidiaries have at all times complied with and are in all material respects compliance with all applicable Environmental and Safety Requirements and does not have any liabilities or potential liabilities relating to them or their facilities arising under Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither . Neither the Company nor any of its Subsidiaries has received any oral or written notice, report, order, report or directive information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as . (b) Neither this Agreement nor the consummation of the date transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of the applicable Closing, relating to the business, the Owned Real Property any government agencies or Leased Real Propertythird parties under any Environmental and Safety Requirements (including any so called “transaction-triggered” or “responsible property transfer” laws and regulations). (c) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither occupied or operated by the Company or any of its Subsidiaries: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments or other disposal areas. (d) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as ) in a manner that has given or could reasonably be expected to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (e) The Neither the Company has furnished to Investor true and correct copies nor any of all environmental auditsits Subsidiaries has, reportseither expressly or by operation of law, assessments and all assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other documents materially bearing on environmental, health or safety liabilities Person relating to any Environmental and Safety Requirements. (f) No Environmental Lien has attached to any property owned, leased or operated by the past Company or current operations or facilities any of its Subsidiaries. (g) Notwithstanding any other provision of this Agreement, this paragraph 3T contains the sole representations and warranties regarding the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSubsidiaries with respect to Environmental and Safety Requirements.

Environmental and Safety Matters. Except as set forth on Schedule 6.19, with respect to the Business, the Premises and the Acquired Assets: (a) The Company the Sellers and its Subsidiaries their Affiliates, as applicable, have at all times complied and are in compliance, in all material respects respects, with all applicable Environmental and Safety Requirements; (b) without limiting the generality of the foregoing, which compliance has included obtaining each of the Sellers and complying any of their Affiliates have obtained and complied with, and are in compliance, in all material respects at all times respects, with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their facilities the Premises and the operation of their respective businesses.the Business, including, but not limited to, the sale and storage of fuel and fuel oil and the disposal of the Business’s waste water, a list of all such permits, licenses and other authorizations is set forth on Schedule 6.19(b); (bc) Except as set forth in Section 4.27(b) none of the Disclosure Schedule, since February 19, 2008, neither the Company Sellers nor any of its Subsidiaries has their Affiliates have received any written or oral notice, report, order, report or directive other information or has any knowledge regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, including any investigatory, remedial or corrective obligations, relating to the Business, the Premises or any liability or potential liability Acquired Asset arising under Environmental and Safety Requirements; (d) to each of the Seller’s knowledge, none of the following exists at the Premises: (i) asbestos-containing material in any form or condition; (ii) materials or equipment containing polychlorinated biphenyls; or (iii) landfills, surface impoundments (i.e. ground disposals areas, covered or uncovered, in effect prior to and as which trash or any other materials are stored or disposed of) or similar disposal areas; (e) none of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company Sellers nor any of its Subsidiaries their Affiliates have caused, will not knowingly cause, and there has treated, stored, disposed of, arranged for not occurred during the time the Sellers have leased or permitted operated the disposal of, transported, handled, released, or exposed any Person toPremises, any substance (including without limitation of the Acquired Assets or the Business, the release of any “hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under ” on the Premises in violation of any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure.Requirements; (df) Except as set forth in Section 4.27(d) none of the Disclosure Schedule, neither the Company nor Sellers or any of its Subsidiaries has assumedtheir Affiliates has, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements.; and (eg) The Company has furnished to Investor true each of the Seller’s knowledge, Schedule 6.19(g) is a full, complete and correct copies accurate list of all environmental auditsUnderground Storage and Aboveground Storage Tanks (UST’s and AST’s, reportsrespectively) on the Premises, assessments each of which is now and has at all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company times prior hereto been operated and maintained in full compliance with all of its Subsidiaries, in each case which are in its possession or under its reasonable controlapplicable Environmental and Safety Requirements.

Environmental and Safety Matters. 4.21.1. Except as set forth on the attached "Environmental Schedule": (a) The Company and its Subsidiaries have at all times complied with and are currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Company nor its Subsidiaries have received any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or its Subsidiaries or any of their properties or facilities that has not been complied with. (b) Without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are currently in compliance has included obtaining and complying in all material respects at all times with with, all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. (b) Except as . A list of all such permits, licenses and other authorizations is set forth in Section 4.27(b) of on the Disclosure attached Environmental Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) Neither this Agreement nor the consummation of the Disclosure Scheduletransactions contemplated by this Agreement shall impose any obligations on the Company and its Subsidiaries or otherwise for site investigation or cleanup, neither or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (d) To the best of the Company's knowledge, none of the following exists at any property or facility owned, occupied or operated by the Company or any of its Subsidiaries if the existence of same would violate Environmental Laws: (i) underground storage tanks or surface impoundments; (ii) asbestos-containing materials in any form or condition; or (iii) materials or equipment containing polychlorinated biphenyls. (e) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of the Company or future liabilities under any its Subsidiaries pursuant to Environmental and Safety Requirements in effect at the time of such treatment(including, storagewithout limitation, disposalany liability for response costs, transportation, handling, release natural resource damages or exposureattorneys fees pursuant to CERCLA). (df) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eg) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental auditsany property owned, reports, assessments and all other documents materially bearing on environmental, health leased or safety liabilities relating to the past or current operations or facilities of operated by the Company and all or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on the attached "Environmental Schedule": ---------------------- (a) The Company and its Subsidiaries have at all times complied with and are currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Company nor its Subsidiaries have received any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or its Subsidiaries or any of their properties or facilities that has not been complied with. (b) Without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are currently in compliance has included obtaining and complying in with, all material respects at all times with all material material, permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. A list of all such permits, licenses and other authorizations is set forth on the attached Environmental Schedule. ---------------------- (c) Neither this Agreement nor the consummation of the transactions con templated by this Agreement shall impose any obligations on the Company and its Subsidiaries or otherwise for site investigation or cleanup, or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (bd) Except as set forth in Section 4.27(b) To the best of the Disclosure ScheduleCompany's knowledge, since February 19none of the following exists at any property or facility owned, 2008, neither occupied or operated by the Company nor or any of its Subsidiaries has received if the existence of same would violate Environmental Laws: (i) underground storage tanks or surface impoundments; (ii) asbestos-containing materials in any notice, report, order, form or directive regarding any, and is not subject to any litigation, proceedings condition; or (iii) materials or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyequipment containing polychlorinated biphenyls. (ce) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of the Company or future liabilities under any its Subsidiaries pursuant to Environmental and Safety Requirements in effect at the time of such treatment(including, storagewithout limitation, disposalany liability for response costs, transportation, handling, release natural resource damages or exposureattorneys fees pursuant to CERCLA). (df) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eg) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental auditsany property owned, reports, assessments and all other documents materially bearing on environmental, health leased or safety liabilities relating to the past or current operations or facilities of operated by the Company and all or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither Neither the Company nor any of its Subsidiaries has received expressly assumed or undertaken any notice, report, order, or directive regarding any, and is not subject to Liability of any litigation, proceedings or order regarding any, actual or alleged violation of other Person under any Environmental and Safety RequirementsRequirements that would be reasonably expected, individually or any liability or potential liability arising under Environmental and Safety Requirementsin the aggregate, in effect prior to and as of have a Material Adverse Effect since the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real PropertyAcquisition Date. (cb) Except as set forth in Section 4.27(c) To the Knowledge of the Disclosure ScheduleCompany, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedhandled or Released any Hazardous Substance, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any real property or facility which is Vessel, in a manner that has given rise, or has been contaminated by any substance, so as could reasonably be expected to give rise rise, to Liabilities pursuant to CERCLA, SWDA, the Oil Pollution Act of 1990 or any current other Environmental and Safety Requirement, including any Liability for response costs, corrective action costs, personal injury, property damage, natural resources damage or future liabilities attorney fees, or any investigative, corrective or remedial obligations, to the extent that it would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect since the Acquisition Date. (c) To the Knowledge of the Company, there have been no Releases of Hazardous Substances in quantities or concentrations which might reasonably be expected to subject the Company or any of its Subsidiaries to material Liability under any Environmental and Safety Requirements for which the Company or any of its Subsidiaries is responsible at, on, under, or about any real property currently or formerly owned or leased by the Company or any of its Subsidiaries, or in effect at the time waters of such treatmentany jurisdiction anywhere in the world, storage, disposal, transportation, handling, release or exposureon the high seas. (d) Except as set forth in Section 4.27(d) To the Knowledge of the Disclosure ScheduleCompany, neither with the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities exception of the Company and vessel “Mxxxx Xxxx”, the Vessels are free of asbestos containing materials in all of its Subsidiaries, in each case which are in its possession or under its reasonable controlmaterial respects.

Environmental and Safety Matters. (a) The Except as set forth on the attached Environmental Schedule, the Company and its Subsidiaries have at all times complied with and are currently in all material respects compliance with all applicable Environmental Laws, and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any oral or written notice, reportregarding any liabilities (whether accrued, orderabsolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental Laws which have not been corrected and which relate to the Company or any of its Subsidiaries or any of their properties or facilities. Without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are currently in compliance with, all Environmental Permits that may be required pursuant to any Environmental Law for the occupancy of their properties or facilities or the operation of their businesses. A list of all such Environmental Permits is set forth on the attached Environmental Schedule. Neither this Agreement nor the consummation of the transactions contemplated by this Agreement shall impose any obligations on the Company or any of its Subsidiaries or otherwise for site investigation or cleanup, or directive regarding anynotification to or consent of any Governmental Authorities or third parties under any Environmental Laws (including, without limitation, any so called “transaction-triggered” or “responsible property transfer” laws and is not subject to any litigation, proceedings or order regarding any, actual or alleged regulations). None of the following exists in violation of Environmental and Safety RequirementsLaws at any property or facility owned, occupied or operated by the Company or any liability of its Subsidiaries: (i) underground storage tanks or potential liability arising under Environmental and Safety Requirements, surface impoundments; (ii) asbestos-containing materials in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property any form or Leased Real Propertycondition; or (iii) materials or equipment containing polychlorinated biphenyls. (cb) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Neither Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)Hazardous Material) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to liabilities of the Company or any current of its Subsidiaries for response costs, natural resource damages or future attorneys fees pursuant to CERCLA, or any other Environmental Law. (c) Without limiting the generality of the foregoing, no facts, events or conditions relating to the past or present properties, facilities or operations of the Company or its Subsidiaries shall prevent, hinder or limit continued compliance with Environmental Laws, give rise to any corrective, investigatory or remedial obligations pursuant to Environmental Laws or any other liabilities under any (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements in effect at the time Laws (including, without limitation, those liabilities relating to onsite or offsite Releases or threatened Releases of such treatmentHazardous Materials, storagepersonal injury, disposal, transportation, handling, release property damage or exposurenatural resources damage). (d) Except as set forth in Section 4.27(dNeither the Company nor any of its Subsidiaries has, either expressly or by operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental Laws. (e) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has assumedreceived notice of or is subject to any Environmental Liabilities. No Lien, undertakenwhether recorded or unrecorded, or provided in favor of any indemnity with respect toGovernmental Authority, relating to any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all or any of its Subsidiaries arising under any Environmental Laws has attached to any property leased or operated by the Company or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as disclosed on the attached -------------------------------- Dade Environmental and Safety Schedule or as would not reasonably be expected to -------------------------------------- give rise individually or in the aggregate to liabilities or obligations in excess of $517,000: (a) The Company Dade Entities have complied and its Subsidiaries have at all times complied are in all material respects compliance with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in including all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesPermits. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has The Dade Entities have not received any written notice, reportor to Dade's Knowledge, order, or directive any other notice regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirementspotential liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any liability investigatory, remedial or potential liability corrective obligations, arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither occupied or operated by the Company nor any of its Subsidiaries has Dade Entities: underground storage tanks; asbestos-containing material in friable or damaged condition; landfills, surface impoundments, or disposal areas for regulated substances. (d) The Dade Entities have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any facility or property or facility which (and no such property is or has been contaminated by any such substance), so as to in a manner that has given or would give rise to liabilities, including any current liability for response costs, corrective action costs, personal injury, property damage, natural resource damages or future liabilities under attorneys fees pursuant to CERCLA or any other Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (de) Except as set forth in Section 4.27(d) The execution, delivery and performance of the Disclosure ScheduleCombination Documents shall not result in any obligations for site investigation or cleanup, neither the Company nor or notification to or consent of government agencies or third parties, pursuant to any of its Subsidiaries has assumedthe so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (f) The Dade Entities have not, undertakeneither expressly or by operation of law, assumed or provided undertaken any indemnity with respect toliability, including any liability obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. (a) Except as set forth on Schedule 3.15 and except for such of the following as, individually or in the aggregate, do not and will not have a Material Adverse Effect: (i) The Company is and its Subsidiaries have has been in compliance at all times complied in all material respects with all applicable Environmental and Safety Requirements, which and the Company has received no notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), or any corrective, investigatory or remedial obligations, arising under Environmental and Safety Requirements with respect to the past or present operations or properties of the Business. (ii) The Company has obtained, and is and has been in compliance has included obtaining and complying in all material respects at all times with all material terms and conditions of, all permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities the properties of the Business and the operation conduct of their respective businessesits operations. (biii) Except as set forth in Section 4.27(b) To Seller's knowledge, none of the Disclosure Schedulefollowing exists at any property owned or occupied by the Company: asbestos- containing material in any form or condition; polychlorinated biphenyl- containing materials or equipment; or underground storage tanks. (iv) The transactions contemplated by this Agreement do not impose any obligations under Environmental and Safety Requirements for site investigation or cleanup or notification to or consent of any government agencies or third parties. (v) No facts, since February 19events or conditions relating to the past or present properties or operations of the Business or, 2008to Sellers' knowledge, neither properties contiguous thereto will (x) prevent, hinder or limit continued compliance, to Seller's knowledge, by the Company nor any of its Subsidiaries has received any noticewith Environmental and Safety Requirements, report, order, or directive regarding any, and is not subject (y) give rise to any litigationcorrective, proceedings investigatory or order regarding any, actual or alleged violation remedial obligations on the part of the Company pursuant to Environmental and Safety Requirements, or (z) give rise to any liability liabilities on the part of the Company (whether accrued, absolute, contingent, unliquidated or potential liability arising under otherwise) pursuant to Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, including without limitation those liabilities relating to the businesson site or off site hazardous substance releases, the Owned Real Property personal injury, property damage or Leased Real Propertynatural resources damage. (cvi) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the The Company nor has not assumed any of its Subsidiaries has treated, stored, disposed of, arranged for liabilities or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability obligations of any other Person relating to third party under Environmental and Safety Requirements. (eb) The Company has furnished Sellers have delivered or made available to Investor true Buyer true, complete and correct copies of all environmental audits, reports, assessments analyses, tests or monitoring in the possession of Sellers or the Company pertaining to any property owned or operated in connection with the Business and a true, complete and correct list identifying all other documents materially bearing on environmentalthird party facilities at which contaminants generated in connection with the Business (whether by the Company or any prior owner or occupant) have been transported, health treated, stored, handled or safety liabilities relating to disposed within the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlfive years.

Environmental and Safety Matters. (i) Except as set forth on the attached Environmental Schedule: (a) The Company has complied with and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental and Safety Requirements, which compliance . The Company has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has not received any oral or written notice, report, order, report or directive information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as . (b) Neither this Agreement nor the consummation of the date transactions contemplated hereby will result in any obligations for site investigation or cleanup, or notification to or consent of the applicable Closing, relating to the business, the Owned Real Property any government agencies or Leased Real Propertythird parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (c) Except as set forth in Section 4.27(c) To the best of the Disclosure ScheduleCompany's knowledge, neither none of the following exists at any property or facility owned, occupied or operated by the Company: (1) underground storage tanks; (2) asbestos-containing material in any form or condition; (3) materials or equipment containing polychlorinated biphenyls; or (4) landfills, surface impoundments or other disposal areas. (d) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property in a manner that has given or facility which is or has been contaminated by any substance, so as to could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies not, either expressly or by operation of all environmental auditslaw, reportsassumed or undertaken any liability or corrective, assessments and all investigatory or remedial obligation of any other documents materially bearing on environmental, health or safety liabilities Person relating to any Environmental and Safety Requirements. (f) No Environmental Lien has attached to any property owned, leased or operated by the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlCompany.

Environmental and Safety Matters. (a) The Company To the Sellers' knowledge, Sellers have complied and its Subsidiaries have at all times complied are in all material respects compliance with all applicable Environmental and Safety Requirements. (b) To the Sellers' knowledge, which without limiting the generality of the foregoing, Sellers have obtained and complied with, and are in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businesses.; a list of all such permits, licenses and other authorizations is set forth on Schedule 4.10(b) hereto. ---------------- (bc) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has Sellers have not received any written or oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to any of the Sellers or Sellers' facilities, properties, operations or the Business and arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cd) Except as set forth in Section 4.27(c) on Schedule 4.10(d), to Sellers' knowledge ---------------- none of the Disclosure Schedulefollowing exists at any property or facility owned or operated by Sellers or in connection with the Business: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, neither the Company nor any of its Subsidiaries has surface impoundments or disposal areas. (e) To Sellers' knowledge, except as set forth on Schedule 4.14, ------------- Sellers have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance) in a manner that has given or would give rise to liabilities, so including any liability for corrective action costs, personal injury, property damage, response costs, natural resources damages or attorney fees pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), the Solid Waste Disposal Act, as amended ("SWDA") or any ------ ---- other Environmental and Safety Requirements. (f) To Sellers' knowledge, except as set forth on Schedule 4.14, no ------------------------------------ facts, events or conditions relating to the past or present facilities, properties or operations of Sellers or any predecessor of Sellers or the Business will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any current investigatory, remedial or future liabilities under any corrective obligations pursuant to Environmental and Safety Requirements in effect at the time Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of such treatmenthazardous materials, storagesubstances or wastes, disposalpersonal injury, transportation, handling, release property damage or exposurenatural resources damage. (dg) Except To the Sellers' knowledge, neither this Agreement nor the consummation of the transactions that are the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of government agencies or third parties, pursuant to any of the so- called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements, including, without limitation, the New Jersey Industrial Site Recovery Act. (h) To Sellers' knowledge, except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has on Schedule 4.14 ------------- Sellers have not assumed, undertaken, or provided otherwise become subject to any indemnity with respect toliability, including without limitation any liability obligation for corrective or remedial action, of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on Schedule 2V attached hereto: (ai) The Company and its Subsidiaries predecessors have at all times complied with and are in all material respects compliance with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which the Company has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesits business. (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither Neither the Company nor any of its Subsidiaries predecessors or Affiliates has received any written or, to the Knowledge of the Mannxxx Xxxties, oral notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to the Company or its facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedule, neither following exists at any property or facility owned or operated by the Company nor in a condition that has given or would give rise to liability under any Environmental and Safety Requirements: (1) underground storage tanks, (2) asbestos-containing material in any - 18 - 24 form or condition, (3) materials or equipment containing polychlorinated biphenyls, or (4) landfills, surface impoundments, or disposal areas. (v) None of the Company or any of its Subsidiaries predecessors has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor released any substance, or exposed any Person to, any substance (including without limitation any hazardous substance), or owned or operated any property or facility which (and no such property or facility is or has been contaminated by any such substance, so as to ) in a manner that would give rise to liabilities, including any current liability for response costs, corrective action costs, personal injury, property damage, natural resources damages or future liabilities under attorney fees, pursuant to any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (dvi) Except as set forth in Section 4.27(d) Neither this Agreement nor the consummation of the Disclosure Scheduletransaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, neither or notification to or consent of government agencies or third parties, pursuant to any of the so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) None of the Company nor or any of its Subsidiaries has predecessors has, either expressly or by operation of law, assumed, undertakenundertaken or otherwise become subject to any liability, including without limitation any obligation for corrective or provided any indemnity with respect toremedial action, any liability of any other Person relating to Environmental and Safety Requirements. (eviii) The Company has furnished to Investor true and correct copies of all environmental auditsNo facts, reports, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present facilities, properties or operations or facilities of the Company and all or any of its Subsidiariespredecessors will prevent, in each case which are in its possession hinder or under its reasonable controllimit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to onsite or offsite releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage.

Environmental and Safety Matters. Except as set forth on Schedule 2.20 attached hereto: (a) The Company has complied with and its Subsidiaries have at all times complied is currently in compliance in all material respects with all applicable Environmental and Safety Requirements. The Company has not received any oral or written notice, which report or information regarding any actual or alleged violation of or any Liabilities or corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements. The Company has obtained and complied with, and is currently in compliance has included obtaining and complying in all material respects at with, all times with all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their its properties or facilities and or the operation of their respective businessesits business. (b) Except as set forth in Section 4.27(b) None of the Disclosure Schedulefollowing exists at any property or facility currently owned, since February 19occupied or operated by the Company: (i) underground storage tanks which are required to be registered; (ii) friable asbestos-containing materials in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls which are leaking or have leaked in the past; or (iv) monitoring xxxxx, 2008landfills, surface impoundments or other disposal areas. (c) Except in compliance with all applicable Environmental and Safety Requirements, neither the Company nor any of its Subsidiaries has received any notice, report, order, predecessors or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedexposed Persons to or released any pollutant, contaminant or exposed any Person to, any other substance (including without limitation any hazardous substance), owned noise or odor, or owned, occupied or operated any facility or property (and no such property or facility which facility, including the Real Property, is or has been contaminated by any pollutant, contaminant or hazardous substance, ) so as to give rise to any current Liabilities, including any Liability for response costs, corrective action costs, personal injury, natural resource damages, property damage or future liabilities under attorneys fees or any investigative, corrective or remedial obligations, pursuant to CERCLA or any other Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureRequirements. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries has not assumed, undertaken, undertaken or provided otherwise became subject to any indemnity with respect to, any liability Liability or corrective or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (e) Neither the Company nor any of its predecessors or Affiliates has manufactured, sold, marketed, installed or distributed products or items containing asbestos, and none of such Persons has any Liabilities with respect to the presence or alleged presence of asbestos-containing material in any product or item on, at or upon any property or facility. (f) The Company has furnished to Investor true and correct copies of Buyer all environmental audits, reports, assessments reports and all other material environmental documents materially bearing on environmental, health or safety liabilities relating to the past current properties, facilities or current operations or facilities of the Company and all of or its SubsidiariesAffiliates, in each case which to the extent such documents are in its possession the possession, custody or under its reasonable controlcontrol of the Company or Sellers.

Environmental and Safety Matters. 4.21.1. Except as set forth on the attached "Environmental Schedule": (a) The Company and its Subsidiaries have at all times complied with and are currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Company nor its Subsidiaries have received any oral or written notice, report or information regarding any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Company or its Subsidiaries or any of their properties or facilities that has not been complied with. (b) Without limiting the generality of the foregoing, the Company and its Subsidiaries have obtained and complied with, and are currently in compliance has included obtaining and complying in all material respects at all times with with, all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. (b) Except as . A list of all such permits, licenses and other authorizations is set forth in Section 4.27(b) of on the Disclosure attached Environmental Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) Neither this Agreement nor the consummation of the Disclosure Scheduletransactions con templated by this Agreement shall impose any obligations on the Company and its Subsidiaries or otherwise for site investigation or cleanup, neither or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including, without limitation, any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (d) To the best of the Company's knowledge, none of the following exists at any property or facility owned, occupied or operated by the Company or any of its Subsidiaries if the existence of same would violate Environmental Laws: (i) underground storage tanks or surface impoundments; (ii) asbestos-containing materials in any form or condition; or (iii) materials or equipment containing polychlorinated biphenyls. (e) Neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, Released any substance (including including, without limitation limitation, any hazardous substance)) or owned, owned occupied or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current liabilities of the Company or future liabilities under any its Subsidiaries pursuant to Environmental and Safety Requirements in effect at the time of such treatment(including, storagewithout limitation, disposalany liability for response costs, transportation, handling, release natural resource damages or exposureattorneys fees pursuant to CERCLA). (df) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither Neither the Company nor any of its Subsidiaries has assumedhas, undertakeneither expressly or by operation of law, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements. (eg) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental auditsany property owned, reports, assessments and all other documents materially bearing on environmental, health leased or safety liabilities relating to the past or current operations or facilities of operated by the Company and all or any of its Subsidiaries, in each case which are in its possession or under its reasonable control.

Environmental and Safety Matters. Except as set forth on Schedule 6.13. or in any written notice delivered by the Borrower pursuant to Section 8.4.(c), and except for such of the following as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) The Company Borrower and its Subsidiaries each of the other Loan Parties have at obtained all times permits, licenses and other authorizations which are required under applicable Environmental and Safety Laws (collectively "Permits"), all of which are listed on Schedule 6.13. hereto. (b) The Borrower and each of the other Loan Parties have complied and are in compliance with the terms and conditions of all material respects Permits and with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries has received any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real PropertyLaws. (c) Except as set forth in Section 4.27(c) With respect to the Borrower and each of the Disclosure Scheduleother Loan Parties, neither no notice, notification, demand, request for information, citation, summons or order has been issued, no complaint has been filed, no penalty has been assessed and no investigation is pending or, to the Company nor actual knowledge of any Responsible Officer of its Subsidiaries has treatedthe Borrower, stored, disposed of, arranged for threatened by any Person with respect to any alleged failure to obtain any Permits or permitted the disposal of, transported, handled, releasedany violation of any applicable Environmental and Safety Laws, or exposed with respect to the generation, treatment, storage, recycling, transportation, discharge or disposal, or any Person toRelease or threatened Release, of any substance Hazardous Materials. (including without limitation any hazardous substance), d) No property or facility now or previously owned or operated by the Borrower or any of the other Loan Parties has been, to the actual knowledge of any Responsible Officer of the Borrower, or is presently operated by the Borrower or any of the other Loan Parties in a manner which requires permitting as a hazardous waste treatment, storage or disposal facility for purposes of RCRA or any analogous state law. (e) None of the following is (i) present at any property or facility which is now owned or has operated by the Borrower or any of the other Loan Parties or (ii) to the actual knowledge of any Responsible Officer of the Borrower, present at any property or facility previously owned or operated by the Borrower or any of its Subsidiaries: (A) polychlorinated biphenyls contained in electrical or other equipment; (B) asbestos-containing insulation or building material; or (C) active or inactive underground storage tanks. (f) No Hazardous Materials have been contaminated released by the Borrower or any substance, of the other Loan Parties into the environment at or from any property or facility now or previously owned or operated by the Borrower or any of the other Loan Parties so as to give rise to any current present or future liabilities liability or obligation under any applicable Environmental and Safety Laws. (g) Neither the Borrower nor any of the other Loan Parties have transported or, to the actual knowledge of any Responsible Officer of the Borrower, arranged for the transportation of any Hazardous Material to any location which is on the CERCLA National Priorities List (or proposed for such listing), the CERCLIS list or any comparable state list or which is the subject of federal, state or local enforcement actions which reasonably could give rise to liability of the Borrower or any of its Subsidiaries under any applicable Environmental and Safety Laws. (h) No oral or written notification of a Release of a Hazardous Material has been made by or on behalf of the Borrower or any of the other Loan Parties and no property or facility now owned or operated by the Borrower or any of the other Loan Parties is on the CERCLA National Priorities List (or proposed for such listing), the CERCLIS list or any comparable state list. To the actual knowledge of any Responsible Officer of the Borrower, no property or facility previously owned or operated by the Borrower or any of its Subsidiaries is on the CERCLA National Priorities List (or proposed for such listing), the CERCLIS list or any comparable state list. (i) No Liens have arisen under or pursuant to any Environmental and Safety Laws on any property or facility now owned or operated by the Borrower or any of the other Loan Parties, and no governmental actions have been taken or, to the actual knowledge of any Responsible Officer of the Borrower, are in process which could subject any such property or facility to such Liens. To the actual knowledge of any Responsible Officer of the Borrower, no Liens have arisen under or pursuant to any Environmental and Safety Laws on any property or facility previously owned or operated by the Borrower or any of the other Loan Parties, and no governmental actions have been taken or are in process which could subject any such property or facility to such Liens. Neither the Borrower nor any of its Subsidiaries would be required to place any notice or restriction relating to the presence of Hazardous Materials in any deed to any such property or facility. (j) To the actual knowledge of any Responsible Officer of the Borrower, there have been no environmental investigations, studies, audits, tests, reviews or other analyses of any property or facility now or previously owned or operated by the Borrower or any of the other Loan Parties which have not been provided to the Agent. (k) To the actual knowledge of any Responsible Officer of the Borrower, neither the Borrower nor any of the other Loan Parties have assumed, succeeded to or otherwise become liable (contingently or otherwise) for the obligations of any other Person pursuant to Environmental and Safety Laws, whether by contract, by operation of law or otherwise. (l) To the actual knowledge of any Responsible Officer of the Borrower, without limiting the generality of the foregoing, there are no other facts, events or conditions relating to the past or present operations, properties or facilities of the Borrower or any of the other Loan Parties which reasonably could give rise to liability of the Borrower or any Loan Party under any Environmental and Safety Requirements in effect at Laws. To the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) extent any of the Disclosure Scheduleforegoing representations in this Section 6.13. relate to a property or facility acquired pursuant to a Purchase Agreement, neither such representations are based only on the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability actual knowledge of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities Responsible Officer of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlBorrower.

Environmental and Safety Matters. Except as set forth on the attached ENVIRONMENTAL SCHEDULE: (a) The Company Each of the Companies and its Subsidiaries have at all times their respective Affiliates has complied with and is in all material respects compliance with all applicable Environmental and Safety Requirements. (b) Without limiting the generality of the foregoing, which each of the Companies and their respective Affiliates has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that are required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (bc) Except as set forth in Section 4.27(b) None of the Disclosure Schedule, since February 19, 2008, neither the Company nor any of its Subsidiaries Companies has received any oral or written notice, report, order, report or directive other information regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, Requirements or any liability liabilities or potential liability liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any investigatory, remedial or corrective obligations, relating to it or its facilities arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (cd) Except as set forth in Section 4.27(c) Neither this Agreement nor the consummation of the Disclosure Scheduletransactions contemplated hereby will result in any obligations for site investigation or cleanup, neither or notification to or consent of any government agencies or third parties under any Environmental and Safety Requirements (including any so called "transaction-triggered" or "responsible property transfer" laws and regulations). (e) None of the Company nor following exists at any property or facility owned, occupied or operated by the Companies: (i) underground storage tanks; (ii) asbestos-containing material in any form or condition; (iii) materials or equipment containing polychlorinated biphenyls; or (iv) landfills, surface impoundments or other disposal areas. (f) None of its Subsidiaries the Companies or their respective Affiliates has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, released any substance (including without limitation any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any investigative, corrective or remedial obligations) pursuant to CERCLA or any other Person relating to Environmental and Safety Requirements. (eg) The Company has furnished to Investor true and correct copies of all environmental auditsNo facts, reports, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present facilities, properties or operations of the Companies, or any of their respective predecessors or Affiliates will prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including without limitation any relating to on-site or off-site releases or threatened releases of hazardous materials, substances or wastes, personal injury, property damage or natural resources damage. (h) None of the past or present properties or facilities of the Company Companies is listed on any local, state or federal lists or registries of contaminated, potentially-contaminated or waste disposal sites. (i) To the knowledge of the Companies, no spills, releases, disposal or any other environmental condition exists or has occurred on any real property adjoining or in the vicinity of any property or facility of the Companies. (j) None of the Companies has, either expressly or by operation of law, assumed, undertaken or otherwise become subject to, any liability including any obligation for corrective, investigatory or remedial action of any other Person relating to any Environmental and Safety Requirements. (k) The Sellers and each of the Companies have furnished to Buyer all environmental audits, reports and other material environmental documents (whether completed or commenced) relating to the current and former operations and facilities of its Subsidiariesthe Companies and their respective Affiliates, in each case which are in its possession their possession, custody or under its reasonable control.

Environmental and Safety Matters. (ai) The Company Seller and its Subsidiaries have at all times each Intactix Sub has complied with and is currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Seller nor any Intactix Sub has received any written notice, report or information regarding any violations of or any liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which relate to the Seller or any Intactix Sub, the Business, the Assets or any properties or facilities related thereto. (ii) Without limiting the generality of the foregoing, the Seller and each Intactix Sub have obtained and complied with, and are currently in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their properties or facilities and or the operation of their respective businesses. A list of all such permits, licenses and other authorizations is set forth on Schedule 4.20 of the Seller Disclosure Schedule. (biii) Except as set forth in Section 4.27(b) Neither this Agreement nor the consummation of the Disclosure Schedule, since February 19, 2008, neither transactions contemplated by this Agreement shall impose any obligations on the Company nor Seller or any of its Subsidiaries has received any notice, report, orderIntactix Sub or otherwise for site investigation or cleanup, or directive regarding any, and is not subject notification to or consent of any litigation, proceedings government agencies or order regarding any, actual or alleged violation of third parties under any Environmental and Safety RequirementsRequirements (including, without limitation, any so called "transaction-triggered" or any liability or potential liability arising under Environmental "responsible property transfer" laws and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyregulations). (iv) None of the following exists at any property or facility owned, occupied or operated by the Seller or any Intactix Sub: (a) underground storage tanks; (b) asbestos-containing materials in any form or condition; (c) Except as set forth in Section 4.27(cmaterials or equipment containing polychlorinated biphenyls; or (d) of the Disclosure Schedulelandfills, neither the Company surface impoundments or other disposal areas. (v) Neither Seller nor any of its Subsidiaries Intactix Sub has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, handled or exposed any Person to, released any substance (including including, without limitation limitation, any hazardous substance)) or owned, owned occupied or operated any facility or property (and no such property or facility which is or has been contaminated by any such substance, so as to ) in a manner that has given or could give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, including any liability of for response costs, corrective action costs, personal injury, natural resource damages, property damage or attorneys fees or any other Person relating investigative, corrective or remedial obligations pursuant to any Environmental and Safety Requirements. (evi) The Company has furnished to Investor true and correct copies Without limiting the generality of all environmental auditsthe foregoing, reportsno facts, assessments and all other documents materially bearing on environmental, health events or safety liabilities conditions relating to the past or current present properties, facilities or operations of Seller or facilities any Intactix Sub shall prevent, hinder or limit continued compliance with Environmental and Safety Requirements, give rise to any corrective, investigatory or remedial obligations pursuant to Environmental and Safety Requirements or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements (including, without limitation, those liabilities relating to onsite or offsite releases or threatened releases of the Company hazardous materials, substances or wastes, personal injury, property damage or natural resource damage). (vii) Seller and/or any Intactix Sub has not, either expressly or by operation of law, assumed or undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and all of its SubsidiariesSafety Requirements. (viii) No environmental lien has attached to any property owned, in each case which are in its possession leased or under its reasonable controloperated by Seller or any Intactix Sub.

Environmental and Safety Matters. Without limiting the generality of Sections 4.19(a) and (ab), except as set forth on Schedule 4.19(c): (i) The Company has complied, and its Subsidiaries have at is in compliance with, all times complied in all material respects with all applicable Environmental and Safety Requirements. (ii) Without limiting the generality of the foregoing, which the Company has obtained and complied with, and is in compliance has included obtaining and complying in with, all material respects at all times with all material permits, licenses and other authorizations that may be required pursuant to Environmental and Safety Requirements for the occupation of their its facilities and the operation of their respective businessesthe Business. A list of all such permits, licenses and other authorizations is set forth on the attached Schedule 4.19(b). (biii) Except as set forth in Section 4.27(b) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of its Subsidiaries has not received any written or oral notice, reportreport or other information regarding any liabilities (whether accrued, orderabsolute, contingent, unliquidated or directive regarding anyotherwise) or investigatory, remedial or corrective obligations, relating to it or its facilities and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (civ) Except as set forth in Section 4.27(c) None of the Disclosure Schedulefollowing exists at any property or facility owned, neither operated or occupied by the Company: (1) underground storage tanks or surface impoundments (2) asbestos-containing material in any form or condition; or (3) materials or equipment containing polychlorinated biphenyls. (v) The Company nor any of its Subsidiaries has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedor Released any substance, including any Hazardous Substance, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property facility or facility which is or has been contaminated by any substanceproperty, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure ScheduleCompany for response costs, neither natural resource damages or attorneys' fees pursuant to the Company nor any Comprehensive Environmental Response, Compensation and Liability Act of its Subsidiaries has assumed1980, undertakenas amended ("CERCLA"), or provided any indemnity with respect to, any liability of any other Person relating to similar state or local Environmental and Safety Requirements. (evi) Neither this Agreement nor the consummation of the Merger will result in any obligations for site investigation or cleanup, or notification to or consent of any Government Entity or third parties, pursuant to any so-called "transaction-triggered" or "responsible property transfer" Environmental and Safety Requirements. (vii) The Company has furnished not, either expressly or by operation of law, assumed or undertaken any liability, including any obligation for corrective or remedial action, of any other Person relating to Investor true any Environmental and correct copies of all environmental auditsSafety Requirements. (viii) No Environmental Lien has attached to any property now or previously owned, reportsleased or operated by the Company. (ix) Without limiting the foregoing, assessments and all other documents materially bearing on environmentalno facts, health events or safety liabilities conditions relating to the Leased Real Property, or other past or current present facilities, properties or operations or facilities of the Company will prevent, hinder or limit continued compliance with Environmental and all Safety Requirements, give rise to any investigatory, remedial or corrective obligations pursuant to Environmental and Safety Requirements, or give rise to any other liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) pursuant to Environmental and Safety Requirements, including any relating to onsite or offsite Releases or threatened Releases of its SubsidiariesHazardous Substances, in each case which are in its possession personal injury, property damage or under its reasonable controlnatural resource damage.

Environmental and Safety Matters. (a) The Each of the Company and its Subsidiaries have at all times complied is in all material respects compliance with all applicable Environmental federal, state and Safety Requirementslocal laws, ordinances and regulations relating to safety and industrial hygiene or to the environment, including without limitation all Hazardous Materials Laws in jurisdictions in which compliance the Company or its Subsidiaries owns or operates, or has included obtaining owned or operated, a facility or site, or arranges or has arranged for disposal or treatment of hazardous substances, solid waste, or other wastes, accepts or has accepted for transport any hazardous substances, solid wastes or other wastes or holds or has held any interest in real property or otherwise, except for De Minimis Matters or as otherwise disclosed on SCHEDULE 7.23 hereto, and complying in all as to such matters disclosed on such Schedule, none will have a material respects at all times with all material permits, licenses adverse effect on the financial condition or businesses of the Company and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businessesits Subsidiaries (taken as a whole). (b) Except as set forth No demand, claim, notice, suit, suit in Section 4.27(b) equity, action, administrative action, investigation or inquiry whether brought by any governmental authority, private person or entity or otherwise, arising under, relating to or in connection with any applicable Hazardous Materials Laws is pending or, to the best knowledge of Company, after due investigation, threatened against the Company or any of its Subsidiaries, any real property in which the Company or any of its Subsidiaries holds or has held an interest or any past or present operation of the Disclosure Company or any of its Subsidiaries, except as disclosed on SCHEDULE 7.23 hereto, and as to such matters disclosed on such Schedule, since February 19, 2008, neither none will have a material adverse effect on the financial condition or business of the Company and its Subsidiaries (taken as a whole). (c) Neither the Company nor any of its Subsidiaries (i) is, to the best knowledge of Company, after due investigation, the subject of any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any toxic substances, radioactive materials, hazardous wastes or related materials into the environment, (ii) has received any noticenotice of any toxic substances, reportradioactive materials, orderhazardous waste or related materials in, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor upon any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, releasedproperties in violation of any applicable Hazardous Materials Laws, or exposed (iii) knows of any Person tobasis for any such investigation, any substance (including without limitation any hazardous substance)notice or violation, owned or operated any property or facility which is or has been contaminated by any substanceexcept as disclosed on SCHEDULE 7.23 hereto, so and as to give rise to any current such matters disclosed on such Schedule, none will have a material adverse effect on the financial condition or future liabilities under any Environmental business of Company and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposureits Subsidiaries (taken as a whole). (d) Except as set forth No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring or, to the best knowledge of Company after due investigation, has occurred on, under or to any real property in Section 4.27(d) of the Disclosure Schedule, neither which the Company nor or any of its Subsidiaries has assumedholds any interest or on which performs any of its operations, undertaken, or provided any indemnity with respect to, any liability in violation of any other Person relating Hazardous Material Law except as disclosed on SCHEDULE 7.23 hereto, and as to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental auditssuch matters disclosed on such Schedule, reports, assessments and all other documents materially bearing none will have a material adverse effect on environmental, health the financial condition or safety liabilities relating to the past or current operations or facilities business of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlSubsidiaries (taken as a whole).

Environmental and Safety Matters. Except as set forth on the Disclosure Schedule: (a) The Company and its Subsidiaries have at all times complied Neither the Sellers, any subsidiary or former subsidiary of the Sellers, nor, to the best of the Sellers' knowledge, any previous owner, tenant, occupant or user of any property owned or leased by or to the Sellers, or by or to any subsidiary or former subsidiary (the "PROPERTIES") engaged in all material respects with all applicable Environmental and Safety Requirementsor permitted, which compliance has included obtaining and complying in all material respects at all times with all material permitsdirect or indirect operations or activities upon, licenses and other authorizations required pursuant to Environmental and Safety Requirements or any use or occupancy of the Properties, or any portion thereof, for the occupation purpose of their facilities and or in any way involving the operation handling, manufacture, treatment, storage, use, generation, emission, release, discharge, refining, dumping or disposal of their respective businessesany Environmentally Regulated Materials (whether legal or illegal, accidental or intentional, direct or indirect) on, under, in or about the Properties, or transported any Environmentally Regulated Materials to, from or across the Properties, nor are any Environmentally Regulated Materials presently constructed, deposited, stored, placed or otherwise located on, under, in or about the Properties, nor have any Environmentally Regulated Materials migrated from the Properties upon or beneath other properties, nor have any Environmentally Regulated Materials migrated or threatened to migrate from other properties upon, about or beneath the Properties. The Properties do not contain any: (i) underground or aboveground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection xxxxx; or (v) septic tanks in which process waste water or any Environmentally Regulated Materials have been disposed. (b) Except (i) No violation or noncompliance with Environmental and Occupational Safety and Health Laws has occurred with respect to the Properties or operations conducted thereon during the period in which the Sellers operated such Properties and conducted such operations and prior to such time as set forth the Sellers operated such Properties and conducted such operations; the Sellers have obtained all permits, licenses and authorizations required by, and the Sellers and the Properties are in Section 4.27(b) of compliance with, all Environmental and Occupational Safety and Health Laws including, without limitation, all applicable restrictions, conditions, standards, limitations, prohibitions, requirements, obligations, schedules and timetables contained in the Disclosure ScheduleEnvironmental and Occupational Safety and Health Laws or contained in any regulation, since February 19code, 2008, neither the Company nor any of its Subsidiaries has received any notice, reportplan, order, decree, judgment, injection, notice or directive regarding anydemand letter issued, and is not subject to any litigationentered, proceedings promulgated or order regarding any, actual or alleged violation of Environmental and Safety Requirements, or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property. (c) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposure. (d) Except as set forth in Section 4.27(d) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has assumed, undertaken, or provided any indemnity with respect to, any liability of any other Person relating to Environmental and Safety Requirements. (e) The Company has furnished to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable control.approved thereunder;

Environmental and Safety Matters. (a) The Company and its Subsidiaries have at all times complied in all material respects with all applicable Environmental and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses. (b) Except as set forth on Schedule 4.16: (i) The Company is and has been in Section 4.27(bcompliance with all Environmental and Safety Requirements; (ii) of the Disclosure Schedule, since February 19, 2008, neither the The Company nor any of its Subsidiaries has not received any notice, report, order, report or directive regarding any, and other information indicating that it may be or is not subject to any litigation, proceedings or order regarding any, actual or alleged in violation of any Environmental and Safety Requirements, Requirements or any liability may have or potential liability arising has liabilities under Environmental and Safety Requirements, in effect prior to and as ; (iii) To the knowledge of the date of Sellers, there are no underground storage tanks, asbestos-containing materials or equipment containing polychlorinated biphenyls, or drinking water xxxxx, production xxxxx, or groundwater monitoring xxxxx at the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property., nor at any property previously owned, leased or operated by the Company during the period owned, leased or operated by the Company; (civ) Except as set forth in Section 4.27(c) of the Disclosure Schedule, neither the The Company nor any of its Subsidiaries has not treated, stored, disposed ofdisposed, arranged for or permitted the disposal of, transported, handled, released, or exposed released any Hazardous Material at the Leased Real Property or at any other location nor have the operations of the Company resulted in exposure of any Person toto Hazardous Materials, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, in each case so as to give rise to any current or future liabilities of the Company under any Environmental and Safety Requirements in effect at the time of such treatmentRequirements, storageincluding any corrective, disposal, transportation, handling, release investigatory or exposure.remedial liabilities or obligations; (dv) Except as set forth in Section 4.27(d) To the knowledge of the Disclosure ScheduleSellers, no Hazardous Materials have been released at, on, under or from the Leased Real Property or any property previously owned, leased or operated by the Company during the period owned, leased or operated by the Company; (vi) To the knowledge of the Sellers, neither this Agreement nor the Company nor consummation of the transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any Governmental Authority or third parties, pursuant to any of its Subsidiaries the so-called “transaction-triggered” or “responsible property transfer” Environmental and Safety Requirements; (vii) The Company has assumednot assumed by Contract, undertakenagreement or operation of Law, or provided any indemnity with respect toincluding indemnity, any liability of any other Person relating to Environmental and Safety Requirements.; and (eviii) The Company has furnished no liabilities with respect to Investor true and correct the presence of Hazardous Materials, in or upon any property, premises or facility; (b) The Company has provided to the Purchaser copies of all environmental orders, agreements, audits, reports, assessments and all assessments, remedial action plans, or other similar documents materially bearing on environmental, health or safety liabilities relating to compliance by the past Company with or current operations or facilities potential liability of the Company under Environmental and all Safety Requirements or the environmental condition of any property now or previously owned, occupied or operated by the Company or any of its Subsidiaries, in each case which are in its possession or under its reasonable controlpredecessors.

Environmental and Safety Matters. Except as set forth on the Disclosure Schedule: (a) The To the best knowledge of the Company, neither the Company, any former subsidiary of the Company, nor any previous owner, tenant, occupant or user of any property owned or leased by or to the Company or by or to any former subsidiary as of the date hereof and its Subsidiaries have at all times complied which property is included in all material respects with all applicable Environmental and Safety Requirementsthe Assets (the "Properties") engaged in or permitted, which compliance has included obtaining and complying in all material respects at all times with all material permitsdirect or indirect operations or activities upon, licenses and other authorizations required pursuant to Environmental and Safety Requirements or any use or occupancy of the Properties, or any portion thereof, for the occupation purpose of their facilities and or in any way involving the operation handling, manufacture, treatment, storage, use, generation, emission, release, discharge, refining, dumping or disposal of their respective businessesany Environmentally Regulated Materials (as hereinafter defined) (whether accidental or intentional, direct or indirect) on, under, in or about the Properties in violation of Environmental Laws, or transported any Environmentally Regulated Materials to, from or across the Properties in violation of Environmental Laws, nor are any Environmentally Regulated Materials presently constructed, deposited, stored, placed or otherwise located on, under, in or about the Properties in violation of Environmental Laws, nor have any Environmentally Regulated Materials migrated from the Properties upon or beneath other properties, nor have any Environmentally Regulated Materials migrated or threatened to migrate from other properties upon, about or beneath the Properties. To the best knowledge of the Company, the Properties do not contain in violation of Environmental Laws, any: (i) underground or aboveground storage tanks; (ii) asbestos; (iii) equipment using PCBs; (iv) underground injection wellx; xx (v) septic tanks in which process waste water or any Environmentally Regulated Materials have been disposed. (b) Except as set forth in Section 4.27(b) To the best knowledge of the Disclosure Schedule, since February 19, 2008, neither Company: (i) no violation or noncompliance with Environmental and Occupational Safety and Health Laws has occurred with respect to the Properties or operations conducted thereon; the Company nor has obtained all permits, licenses and authorizations required by, and the Company and the Properties are in compliance, in all material respects, with all Environmental and Occupational Safety and Health Laws including, without limitation, all applicable restrictions, conditions, standards, limitations, prohibitions, requirements and obligations contained in the Environmental and Occupational Safety and Health Laws or contained in any of its Subsidiaries has received any noticeregulation, reportcode, plan, order, decree, judgment, injunction, notice or directive demand letter issued, entered, promulgated or approved thereunder; (ii) no enforcement, investigation, cleanup, removal, remediation or response or other governmental or regulatory actions have been, or could have been at any time in the past, asserted or threatened with respect to operations conducted on the Properties or the Properties themselves or against the Company or any subsidiary or former subsidiary with respect to or in any way regarding any, and is not subject the Properties pursuant to any litigationEnvironmental and Occupational Safety and Health Laws; and (iii) no claims or settlements with respect to the Properties or the operations thereon, proceedings or order regarding anyagainst the Company or any subsidiary or former subsidiaries with respect to the Properties or operations conducted thereon, actual relating to or alleged violation arising out of Environmental and Occupational Safety Requirementsand Health Laws or Environmentally Regulated Materials, have been made or been threatened by any liability or potential liability arising under Environmental and Safety Requirementsthird party, in effect prior including any Authority, nor to and as the best knowledge of the date of the applicable ClosingCompany, relating does there exist any reasonable basis for any such claim (any such enforcement, investigation, cleanup, removal, remediation or response, other governmental or regulatory action, claim or settlement is herein referred to the business, the Owned Real Property or Leased Real Propertyas an "Environmental Claim"). (c) Except as set forth in Section 4.27(c) To the best knowledge of the Disclosure ScheduleCompany, neither with regard to the Company nor any of its Subsidiaries has treatedand the Properties, storedthere are no past or present events, disposed ofconditions, arranged for circumstances, activities, practices, incidents, actions or permitted the disposal of, transported, handled, released, plans which may interfere with or exposed any Person to, any substance (including without limitation any hazardous substance), owned prevent compliance or operated any property or facility which is or has been contaminated by any substance, so as to give rise to any current or future liabilities under any continued compliance with Environmental and Occupational Health and Safety Requirements Laws, as in effect at on the time of such treatment, storage, disposal, transportation, handling, release or exposureClosing Date. (d) Except The term "Environmental and Occupational Safety and Health Law" as set forth used in Section 4.27(dthis Agreement means any Law, that (i) regulates, creates standards for or imposes liability or standards of the Disclosure Scheduleconduct concerning any element, neither the Company nor any of its Subsidiaries has assumedcompound, undertakenpollutant, contaminant, or provided toxic or hazardous substance, material or waste, or any indemnity with respect mixture thereof, or relates in any way to emissions or releases into the environment or ambient environmental conditions, or conduct affecting such matters, or (ii) is designed to provide safe and healthful working conditions or reduce occupational safety and health hazards. Such laws shall include, but not be limited to, the National Environmental Policy Act, 42 U.S.C. Section 4321 et seq., the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., the Federal Water Pollution Control Act, 33 U.S.C. Section 1251 et seq., the Federal Clean Air Act, 42 U.S.C. Section 7401 et seq., the Toxic Substances Control Act, 15 U.S.C. Section 2601 et seq., the Emergency Planning and Community Right to Know Act, 42 U.S.C. Section 11011, the Hazard Communication Act, 29 U.S.C. Section 651 et seq., the Occupational Safety and Health Act, 29 U.S.C. Section 651 et seq., the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Section 136, and any liability of caselaw interpretations, amendments or restatements thereof, or similar enactments thereto, as is now or at any other Person relating to Environmental time hereafter may be in effect, as well as their international, state and Safety Requirementslocal counterparts. (e) The Company has furnished term "Environmentally Regulated Materials" as used in this Agreement means any element, compound, pollutant, contaminant, substance, material or waste, or any mixture thereof, designated, listed, referenced, regulated or identified pursuant to Investor true any Environmental and correct copies of all environmental audits, reports, assessments Occupational Safety and all other documents materially bearing on environmental, health or safety liabilities relating to the past or current operations or facilities of the Company and all of its Subsidiaries, in each case which are in its possession or under its reasonable controlHealth Law.

Environmental and Safety Matters. (a) The Company Except as set forth on Schedule 4.30, to the knowledge of Seller, the Seller and its Subsidiaries have at all times complied each of the Companies is currently in all material respects compliance with all applicable Environmental and Safety Requirements, and neither the Seller nor any of the Companies has incurred Liabilities (whether accrued, absolute, contingent, unliquidated or otherwise) or is subject to any corrective, investigatory or remedial obligations arising under Environmental and Safety Requirements which compliance relate to any of the Companies or any of their respective properties or facilities, except for such matters which is not reasonably likely to result in a Material Adverse Effect. Without limiting the generality of the foregoing, each of the Companies has included obtaining obtained and complying in complies with, all material respects at all times with all material permits, licenses and other authorizations that is required pursuant to any Environmental and Safety Requirements for the occupation occupancy of their its properties or facilities and or the operation of their respective businessesits Businesses as it is presently being conducted, and as it has been conducted in the past, except for such permits the absence of which or non-compliance with which is not reasonably likely to result in a Material Adverse Effect. Seller has provided Purchasers with an opportunity to review files containing all such permits, licenses and other authorizations of the Companies. (b) Except as set forth in Section 4.27(b) To the knowledge of Seller, neither this Agreement nor the consummation of the Disclosure Schedule, since February 19, 2008, neither transactions contemplated by this Agreement shall impose any obligations to notify or obtain the Company nor consent of any of its Subsidiaries has received Governmental Authority or Regulatory Entities or third parties under any notice, report, order, or directive regarding any, and is not subject to any litigation, proceedings or order regarding any, actual or alleged violation of Environmental and Safety RequirementsRequirements (including, without limitation, any so called "transaction-triggered" or any liability or potential liability arising under Environmental "responsible property transfer" laws and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Propertyregulations). (c) Except as set forth in Section 4.27(c) To the knowledge of the Disclosure ScheduleSeller, neither the Company Seller nor any of its Subsidiaries the Companies has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handledhandled or Released any hazardous substance causing any of them to incur any Liabilities for response costs, releasednatural resource damages or attorneys fees pursuant to the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or exposed any Person toother Environmental and Safety Requirements, any substance (including without limitation any hazardous substance), owned or operated any property or facility which is or has been contaminated by any substance, so as not reasonably likely to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of such treatment, storage, disposal, transportation, handling, release or exposurea Material Adverse Effect. (d) Except as set forth in Section 4.27(d) To the knowledge of Seller, none of the Disclosure ScheduleCompanies, neither nor the Company nor any Seller on behalf of its Subsidiaries the Companies, has assumedeither expressly or by operation of law, undertaken, assumed or provided any indemnity with respect to, undertaken any liability or corrective, investigatory or remedial obligation of any other Person relating to any Environmental and Safety Requirements, which is not reasonably likely to give rise to a Material Adverse Effect. (e) The Company No Environmental Lien has furnished attached to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health any property leased or safety liabilities relating to the past or current operations or facilities operated by any of the Company and all Companies or the Seller on behalf of its Subsidiaries, in each case which are in its possession or under its reasonable controlany of the Companies.

Environmental and Safety Matters. Except as set forth on Schedule 3.25, (a) The Company and its Subsidiaries Except as would not have at all times complied an Environmental Material Adverse Effect, as hereinafter defined, Seller has operated in all material respects compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations of Environmental Laws and Safety Requirements, which compliance has included obtaining and complying in all material respects at all times with all material permits, licenses and related orders of any court or other authorizations required pursuant to Environmental and Safety Requirements for the occupation of their facilities and the operation of their respective businesses.governmental authority; (b) Except as set forth in Section 4.27(b) would not have an Environmental Material Adverse Effect, there are not any existing, pending or, to the knowledge of the Disclosure ScheduleSeller, since February 19threatened actions, 2008suits, neither claims, investigations, inquiries or proceedings by or before any court or any other governmental entity directed against the Company nor Seller that pertain or relate to (1) any remedial obligations under any applicable Environmental Law, (2) violations by Seller of its Subsidiaries has received any noticeEnvironmental Law, report(3) personal injury or property damage claims relating to a release, orderdischarge or disposal of Hazardous Materials or other Environmental Conditions, or directive regarding any(4) response, removal, or remedial costs under the Comprehensive Environmental Response, Compensation, and is not subject to any litigationLiability Act ("CERCLA"), proceedings or order regarding any, actual or alleged violation of Environmental the Resource Conservation and Safety RequirementsRecovery Act ("RCRA"), or any liability or potential liability arising under Environmental and Safety Requirements, in effect prior to and as of the date of the applicable Closing, relating to the business, the Owned Real Property or Leased Real Property.similar state laws; (c) Except as set forth in Section 4.27(cWith respect to permits and licenses, (1) all licenses, permits, consents, or other approvals required under Environmental Laws that are necessary to the operations of the Disclosure ScheduleSeller have been obtained and are in full force and effect and the Seller is unaware of any basis for revocation or suspension of any such licenses, neither permits, consents or other approvals; (2) to the Company nor best of the Seller's knowledge, no Environmental Laws impose any obligation upon Buyer, as a result of its Subsidiaries has treatedany transaction contemplated hereby, storedrequiring prior notification to any governmental entity of the transfer of any permit, disposed oflicense, arranged for or permitted the disposal of, transported, handled, releasedconsent, or exposed any Person to, any substance (including without limitation any hazardous substance), owned or operated any property or facility other approval which is necessary to the operations of Seller's properties and Assets; and (3) except as would not have an Environmental Material Adverse Effect, Seller has conducted its operations in compliance with such permits, licenses, consents, or has been contaminated by any substanceapprovals, so as to give rise to any current or future liabilities under any Environmental and Safety Requirements in effect at the time of production levels or emission levels specified in such treatmentpermits, storagelicenses, disposalconsents, transportation, handling, release or exposure.approvals; (d) Except as set forth in Section 4.27(d) To the knowledge of the Disclosure ScheduleSeller, neither the Company nor no portion of any of its Subsidiaries has assumedthe properties owned or operated by Seller is listed on the National Priorities List ("NPL") or the Comprehensive Environmental Response, undertakenCompensation, and Liability Information System ("CERCLIS") list under CERCLA, or provided any indemnity with respect to, similar ranking or listing under any liability of any other Person relating to Environmental and Safety Requirements.state law; (e) The Company To the knowledge of Seller, all Hazardous Materials generated by the Seller have been transported by carriers, or stored, treated and disposed of by treatment, storage and disposal facilities, authorized or maintaining valid permits under all applicable Environmental Laws; (f) To the knowledge of Seller, no person has furnished disposed or released any Hazardous Materials on, at, or under the properties owned or operated by Seller, except in compliance with laws, or except as would not have an Environmental Material Adverse Effect; (g) Seller is not aware of any Environmental Remediation Costs that are required or are planned to Investor true and correct copies of all environmental audits, reports, assessments and all other documents materially bearing on environmental, health or safety liabilities be expended relating to the operations of Seller for which Seller reasonably anticipates payment or accrual; and (h) Except as would not have an Environmental Material Adverse Effect, no facts or circumstances exist which could reasonably be expected to result in any liability to the Seller with respect to the current or past or current business and operations or facilities of the Company and all Seller in connection with (i) any release, transportation or disposal of its Subsidiariesany Hazardous Materials, or (ii) any action taken or omitted that was not in each case which are full compliance with or was in its possession or under its reasonable control.violation of any applicable Environmental Law. The following terms shall have the meanings indicated below: