Common use of Compliance with Environmental Laws Clause in Contracts

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is that would not reasonably believed no monetary sanctions of $5.0 million be expected, individually or more will be imposed on in the Company or any of its Significant Subsidiaries and aggregate, to have a Material Adverse Effect, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is that would not reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and expected to have a Material Adverse Effect, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its subsidiaries taken as a whole.

Compliance with Environmental Laws. There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials (i“Hazardous Substances”) The by, due to, on behalf of, or caused by the Company and its Significant Subsidiaries or any Subsidiary (xor, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any Subsidiary is or may be liable) are in compliance with upon any and all property now or previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of or give rise to any liability under any applicable federallaw, staterule, local and foreign lawsregulation, rulesorder, regulationsjudgment, requirementsdecree or permit, decisions and orders common law provision or other legally binding standard relating to the pollution or protection of human health or safety, and the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental LawsLaw”), (y) have received except for violations and are liabilities which, individually or in compliance with all permitsthe aggregate, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have could not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in have a Material Adverse Effect; there has been no disposal, discharge, emission contamination or other release of any kind at, onto or from any such notice, and (ii) there are no costs property or liabilities associated into the environment surrounding any such property of any Hazardous Substances with Environmental Laws of or relating respect to which the Company or any of its Significant Subsidiaries; Subsidiary has knowledge, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each ; there is no pending or, to the best of the Time Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of Sale Information and the Offering Memorandumnoncompliance or violation, (x) there are no investigation or proceedings that are pending, or that are known by the Company relating to be contemplated, any Environmental Law against the Company or any Subsidiary, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; no property of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries Subsidiary is subject to any Lien under any Environmental Law; except as disclosed in the Registration Statement, the Prospectuses and (y) the Disclosure Package, neither the Company and its Significant Subsidiaries are not aware of nor any noncompliance by them with Environmental LawsSubsidiary is subject to any order, or liabilities decree, agreement or other obligations of them under individualized legal requirement related to any Environmental Laws Law, which, in any case (individually or laws concerning hazardous or toxic substances or wastesin the aggregate), pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company Issuers and its Significant Subsidiaries their respective subsidiaries (x) are are, and were during the applicable statute of limitations, in compliance with any and all applicable federal, provincial, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses as currently conducted, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, that would with respect to subclause (x), (y) or (z) of this clause (i), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Issuers or any of its Significant Subsidiaries; their respective subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, written notice, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (iii) (x) there are no proceedings that are pending, or that are known by to the Company to be Issuers’ or the Guarantors’ knowledge contemplated, against the Company Issuers or any of its Significant Subsidiaries their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) none of the Company and its Significant Subsidiaries are not aware Issuers nor any of the Guarantors has knowledge of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) none of the Issuers and their respective subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would, individually or in the aggregate reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (ia) The Company Each of the Borrower and its Significant the Restricted Subsidiaries (x) are is, and will continue to be, in full compliance with any and all applicable federal, state, and local and foreign environmental laws, rules, regulations, requirementsand ordinances governing its business, decisions products, properties, or assets with respect to all discharges into the ground and orders relating to surface water, emissions into the protection ambient air and generation, accumulation, storage, treatment, transportation, labeling, or disposal of human health waste materials or safetyprocess by-products, the environmentviolation of which is reasonably likely to materially and adversely affect the business, natural resourcesearnings, hazardous prospects, properties, or toxic substances condition (financial or wastesotherwise) of the Borrower and the Restricted Subsidiaries, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessestaken as a whole, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for neither the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or Borrower nor any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, Restricted Subsidiaries is liable for any such penalties, fines, or forfeitures for failure to complycomply with any such laws, regulations, and ordinances other than penalties, fines or forfeitures which are not reasonably likely to materially and adversely affect the business, earnings, prospects, properties, or condition (financial or otherwise) of the Borrower and Restricted Subsidiaries, taken as a whole. All licenses, permits or registrations required for the business of the Borrower and its Restricted Subsidiaries, as presently conducted and proposed to be conducted, under any federal, state, or local environmental laws, regulations or ordinances have been obtained or made, other than any such licenses, permits, or registrations the failure to receive required permitsobtain or make which, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have a Material Adverse Effect. Except as described in each do not materially and adversely affect, and are not reasonably likely to materially and adversely affect, the business, earnings, prospects, properties, or condition (financial or otherwise) of the Time of Sale Information Borrower and its Restricted Subsidiaries, taken as a whole, and the Offering MemorandumBorrower and its Restricted Subsidiaries each is in compliance with all such licenses, (x) there are no proceedings that are pendingpermits, and registrations other than any such licenses, permits, or that registrations the failure to obtain, make or comply with which, either individually or in the aggregate, do not materially and adversely affect, and are known by not reasonably likely to materially and adversely affect, the Company to be contemplatedbusiness, against earnings, prospects, properties or condition (financial or otherwise) of the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company Borrower and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental LawsRestricted Subsidiaries, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have taken as a Material Adverse Effectwhole.

Compliance with Environmental Laws. (ia) The Company Parent will, and will cause each of its Significant Subsidiaries (x) are and each of its Non-Recourse Subsidiaries to, comply in compliance all material respects with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health ownership or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice use of any actual Collateral Vessel or potential liability under any other Vessel or relating to any Environmental Laws, including for property now or hereafter owned or operated by the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or any of its Significant Subsidiaries or any of its Non-Recourse Subsidiaries; , will within a reasonable time period pay or cause to be paid all costs and expenses incurred in connection with such compliance (except to the extent being contested in the case good faith), and will keep or cause to be kept all such Collateral Vessels or Vessels or property free and clear of any Liens imposed pursuant to such Environmental Laws, in each of (i) and (ii) abovethe foregoing cases, for except to the extent any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would do so could not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect. None of the Parent, any of Subsidiaries of the Parent or any Non-Recourse Subsidiaries of the Parent will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Collateral Vessel or Vessel or property now or hereafter owned or operated or occupied by the Parent, any of its Subsidiaries or any of its Non-Recourse Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses or except to the extent the same could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent will, and will cause each of its Subsidiaries and each of its Non-Recourse Subsidiaries to, maintain insurance on the Collateral Vessels and any other Vessel in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution.

Compliance with Environmental Laws. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The the Company and each of its Significant Subsidiaries subsidiaries (x) are to the knowledge of the Company, are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) to the knowledge of the Company, have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) to the knowledge of the Company, have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each knowledge of the Time of Sale Information and the Offering MemorandumCompany, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectimposed.

Compliance with Environmental Laws. (i) The Company Borrower will comply, and the Borrower will cause each of its Significant Subsidiaries (x) are in compliance to comply, with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection ownership, lease or use of human health all Real Property now or safetyhereafter owned, leased or operated by the environmentBorrower or any of its Subsidiaries, natural resourceswill promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, hazardous and will keep or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received cause to be kept all such Real Property free and are in compliance with all permits, licenses, certificates or other authorizations or approvals required clear of them under applicable any Liens imposed pursuant to such Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or liabilities associated with Environmental Laws dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or relating to hereafter owned, leased or operated by the Company Borrower or any of its Significant Subsidiaries; , or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply with the requirements specified in the case of each of clause (i) and or (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are would not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect. If required to do so under any applicable directive or order of any governmental agency, the Borrower agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in accordance with, in all material respects, such orders and directives of all governmental authorities, except to the extent that the Borrower or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles.

Compliance with Environmental Laws. (ia) The Company Borrower and its Significant Subsidiaries each Parent Guarantor will comply, and will (x) are in compliance with any cause each of their Subsidiaries to comply and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received ensure compliance by its tenants and are subtenants, in compliance each case, with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to and permits applicable to, or required in respect of the conduct their respective businessesof its business or operations or by, and (z) have not received notice the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by the Borrower, any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent Guarantor or any of its Significant their Subsidiaries; , except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, noncompliances as would could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws. Except as described in each Neither the Borrower nor any Parent Guarantor nor any of the Time of Sale Information and the Offering Memorandumtheir Subsidiaries will generate, (x) there are no proceedings that are pendinguse, treat, store, Release or dispose of, or that are known permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Company to be contemplatedBorrower, against the Company any Parent Guarantor or any of its Significant Subsidiaries under their Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in which a governmental entity is also a partyconnection with the normal operation, other than such proceedings regarding which it is reasonably believed no monetary sanctions use and maintenance of $5.0 million the business or more will be imposed on operations of the Company Borrower, any Parent Guarantor or any of its Significant Subsidiaries and (y) their Subsidiaries, except in connection with such noncompliance as could not, either individually or in the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Lawsaggregate, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company Indirect Parent and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential material liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Indirect Parent or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) aboveof this Section 3(aa), for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Indirect Parent or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company Indirect Parent and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Indirect Parent or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company Guarantor and its Significant Subsidiaries subsidiaries (including the Company) (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Guarantor or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Guarantor or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is that would not reasonably believed no monetary sanctions of $5.0 million be expected, individually or more will be imposed on in the Company or any of its Significant Subsidiaries and aggregate, to have a Material Adverse Effect, (y) the Company Guarantor and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Guarantor and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Guarantor and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable federalThere has been no storage, statedisposal, local and foreign lawsgeneration, rulesmanufacture, regulationsrefinement, requirementstransportation, decisions and orders relating to the protection handling or treatment of human health or safetytoxic wastes, the environment, natural resourcesmedical wastes, hazardous wastes or toxic hazardous substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to by the Company or any of its Significant Subsidiaries; except in subsidiaries (or, to the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each knowledge of the Time Company, any of Sale Information and their subsidiaries or any of their predecessors in interest) upon or from any of the Offering Memorandum, (x) there are no proceedings that are pending, property now or that are known previously owned or leased by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any Environmental Laws in applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are would not aware of any noncompliance by them with Environmental Lawshave, or liabilities could not be reasonably likely to have, singularly or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastesin the aggregate with all such violations and remedial actions, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect; there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company, the Notes Guarantors or any of their subsidiaries or with respect to which the Company has knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not have or would not be reasonably likely to have, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms “hazardous wastes,” “toxic wastes,” “hazardous substances” and “medical wastes” shall have the meanings specified in any applicable local, state, federal and foreign laws or regulations with respect to environmental protection.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (xa) are are, and at all times during the past three years were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions decisions, judgments, decrees and orders relating to pollution or the protection of the environment, natural resources or human health or safety, including those relating to the environmentgeneration, natural resourcesstorage, hazardous treatment, use, handling, transportation, Release or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (yb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (zc) have not received notice of any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous or toxic substances or wastes, pollutants or contaminantsRelease of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information Registration Statement, the Pricing Disclosure Package and the Offering MemorandumProspectus, (xa) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (yb) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them facts or issues regarding the Company’s or its subsidiaries’ compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws Laws, including the Release or laws concerning hazardous or toxic substances or wastes, pollutants or contaminantsthreat of Release of Hazardous Materials, that could would reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (c) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company Borrower will, and will cause each of its Significant Subsidiaries (x) are in compliance to, comply with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any except such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, non-compliances as would could not, either individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, comply in all material respects with all permits issued pursuant to Environmental Laws applicable to, or required by, the ownership or use of any vessel or Real Property now or hereafter owned, operated or occupied by the Borrower or any of its Subsidiaries (except such non-compliances as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliance (except to the extent being contested in good faith), and will keep or cause to be kept each such vessel and all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (other than Liens arising from any cost or other obligation arising under Environmental Law that the Borrower or such Subsidiary is contesting in good faith). Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any vessel or Real Property now or hereafter owned or operated or occupied by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports, vessels or Real Properties except in compliance in all material respects with all applicable Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance on the vessels and Real Properties owned, leased or operated by it in at least such amounts as are in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (xA) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (yB) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (zC) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except (A) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (yB) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected and (C) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws, except in the case of each of (i), (ii), (iii)(B) and (iii)(C) above, (x) as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus or (y) for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost, issues, liabilities or obligations or capital expenditures, as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus or as would not, individually or in the aggregate, have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected and (z) none of the Company and its subsidiaries anticipates any capital expenditures relating to have a Material Adverse Effectany Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and in the past ten years have been, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no material costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries party and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that that, in each case, could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, taken as a whole.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus or except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (xA) are is in material compliance with any all, and all has not violated any, applicable material federal, state, state or local and foreign laws, rules, regulations, requirements, decisions decisions, judgments, decrees and orders relating to pollution, hazardous or toxic substances, wastes, pollutants, contaminants or the protection of human health or safety, the environment, environment or natural resources, hazardous or toxic substances or wastes, pollutants or contaminants resources (collectively, “Environmental Laws”), ; (yB) have has received and are is in material compliance with all all, and has not violated any, material permits, licenses, certificates or other authorizations or approvals required of them it under applicable any Environmental Laws to conduct their respective businesses, its business; and (zC) have has not received notice of any actual or potential liability of the Company, or obligation of the Company under or relating to to, or any actual or potential violation of, any Environmental LawsLaws by the Company, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; Company, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect. Except Change; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (xA) there are is no proceedings proceeding that are is pending, or that are is known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings proceeding regarding which it is the Company reasonably believed believes no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries imposed, and (yB) the Company and its Significant Subsidiaries are is not aware of any noncompliance by them facts regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could individually or in the aggregate, would reasonably be expected to have result in a Material Adverse EffectChange.

Compliance with Environmental Laws. (i) The Since January 1, 2021, the Company and each of its Significant Subsidiaries (x) are in compliance has complied with any and all applicable federal, state, local and or foreign laws, rules, regulations, requirements, decisions and orders Law relating to the pollution or protection of human health or safetythe environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the environmentmanufacture, natural resourcesprocessing, hazardous distribution, use, treatment, storage, disposal, transport or toxic substances or wastes, pollutants or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (y) have received which compliance includes the possession by the Company of all permits and are in compliance with all permits, licenses, certificates or other governmental authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesand compliance with the terms and conditions thereof, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would notbe in compliance that, individually or in the aggregate, have would not result in or reasonably be expected to result in a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by Neither the Company to be contemplatednor any of its Subsidiaries has received since January 1, against 2021, any written notice or other communication (in writing or otherwise), whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any of its Significant Subsidiaries under is not in compliance with any Environmental Laws in which a governmental entity is also a partyLaw, other than such proceedings regarding which it is reasonably believed and, to the Company’s Knowledge, there are no monetary sanctions of $5.0 million circumstances that may prevent or more will be imposed on interfere with the Company Company’s or any of its Significant Subsidiaries and (y) Subsidiaries’ compliance with any Environmental Law in the Company and its Significant Subsidiaries are future, except where such failure to comply would not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect. To the Company’s Knowledge: (i) no current or prior owner of any property leased or controlled by the Company or any of its Subsidiaries has received, since January 1, 2021, any written notice or other communication relating to property owned or leased at any time by the Company or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current or prior owner or the Company or any of its Subsidiaries is not in compliance with or violated any Environmental Law relating to such property and (ii) neither the Company nor any of its Subsidiaries has any material liability under any Environmental Law.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are Except as described in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetyRegistration Statement, the environmentPricing Disclosure Package and the Prospectus and except as would not, natural resourcessingly or in the aggregate, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in a Material Adverse Change, (i) neither the Company nor any such noticeSubsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws ), (ii) each of the Company and each Subsidiary has all material permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (iii) there are no costs pending or, to the Company’s knowledge, threatened administrative, regulatory or liabilities associated with Environmental Laws judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, Environmental Law against the Company or any Subsidiary and (iv) to the Company’s knowledge, there are no events or circumstances that might reasonably be expected to form the basis of its Significant Subsidiaries under an order for clean-up or remediation, or an action, suit or proceeding by any Environmental Laws in which a private party or governmental entity is also a partybody or agency, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million against or more will be imposed on affecting the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of Subsidiary relating to Hazardous Materials or any noncompliance by them Environmental Laws, except where such non-compliance with Environmental Laws, failure to receive or liabilities comply with required permits, authorizations or other obligations of them under Environmental Laws approvals, liability or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could status as a potentially responsible party would not reasonably be expected to have cause a Material Adverse EffectChange and except as set forth in or disclosed in the Registration Statement, Pricing Disclosure Package or Prospectus.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The Company Parent and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would with respect to clause (x), (y) or (z), individually or in the aggregate, be reasonably be expected to result in any such noticehave a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, liability as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, pending or that are known by the Company Parent or its subsidiaries to be contemplated, against the Company Parent or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is would not, individually or in the aggregate, reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and expected to have a Material Adverse Effect, (y) the Company Parent and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) none of Parent and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries Each Group Member (x) are is in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinances, requirements, decisions and orders judgments, decrees, decisions, orders, permits or other legal requirements of any applicable governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environmentenvironment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (including chemicals, wastes, petroleum and petroleum products) (collectively, “Environmental Laws”)) to the extent that any noncompliance could reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect, (y) have has received and are is in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have has not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice to the extent that such a notice could, individually or in the aggregate, reasonably be expected to result in or have a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except Group Member, except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or any such notice or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (iii) (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries Group Member under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no material monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not no Group Member is aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and, except as described in each of the Time of Sale Information and the Prospectus, at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilityliability or notice, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Each of the Company and the Subsidiaries (i) The Company and its Significant Subsidiaries (x) are is in material compliance with any and all applicable U.S. or non-U.S. federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or of wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in material compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice, and (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) aboveLaws, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each Neither the Company nor any of the Time Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of Sale Information and the Offering Memorandum1980, (x) there are no proceedings that are pendingas amended, or that are known by the Company to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of the Subsidiaries to investigate or remediate any pollutants or contaminants, except where such requirements would not, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. In the ordinary course of its Significant Subsidiaries under any business, the Company periodically reviews the effects of Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any business, operations and properties of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any noncompliance by them capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations to third parties). On the basis of them under Environmental Laws or laws concerning hazardous or toxic substances or wastessuch review, pollutants or contaminants, the Company has reasonably concluded that could reasonably be expected to such associated costs would not have a Material Adverse Effect.

Compliance with Environmental Laws. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect: (i) The the Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effectsubsidiaries. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there There are no proceedings that are pending, or that are known by to the Company to be contemplatedknowledge of the Company, threatened, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the imposed. The Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries. None of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company and each of its subsidiaries (i) The Company are, and its Significant Subsidiaries (x) are in compliance with any and at all applicable federaltimes prior hereto were, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permitsEnvironmental Laws (as defined below) applicable to such entity, licenseswhich compliance includes, certificates or other without limitation, obtaining, maintaining and complying with all permits and authorizations or and approvals required of them under applicable by Environmental Laws to conduct their respective businesses, ; and (zii) have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under for or relating to any Environmental Lawsother obligation concerning the presence, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and, except as described in the Registration Statement, the Pricing Disclosure Package and have no knowledge of any event or condition that would reasonably be expected to result in any such noticethe Final Prospectus, and (iix) there are no costs proceedings that are pending, or liabilities associated with Environmental Laws of or relating known to be contemplated, against the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) abovesubsidiaries under Environmental Laws, for any other than such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as proceedings regarding which would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each ; (y) to the knowledge of the Time Company, none of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity subsidiaries is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to Environmental Laws. As used herein, the term “Environmental Laws” means any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants.

Compliance with Environmental Laws. Except as described in each of the Time of Sale Information and the Offering Memorandum: (i) The Company the Parent and its Significant Subsidiaries subsidiaries (x) are and, during the relevant time periods specified in all applicable statutes of limitations, have been in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetysafety (to the extent such human health or safety protection is related to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received any written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (xiii) there are no proceedings that are pendingpending or, or that are known by to the Company to be contemplatedknowledge of the Antero Entities, threatened against the Company Parent or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectimposed.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws, except in the case of each of (x), (y) and (z) above, for such proceedings, issues, liabilities, obligations or expenditures as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Except as referenced in each of the Time of Sale Information and the Offering Memorandum: the Company and its Significant Subsidiaries the Guarantors (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; the Guarantors, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described referenced in each of the Time of Sale Information and the Offering MemorandumMemorandum or as would not, individually or in the aggregate have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries the Guarantors under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries the Guarantors are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and the Guarantors, and (z) none of the Company and the Guarantors anticipates material capital expenditures as a result of any Environmental Laws.

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Disclosure Letter and its Significant Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating except as to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition matters that would not reasonably be expected to result have, individually or in any such the aggregate, a Material Adverse Effect: (i) no written notice, request for information, claim, demand, order, complaint or penalty has been received by the Company or any of its Subsidiaries, and (ii) there are no costs judicial, administrative or liabilities associated with other actions, suits or proceedings pending or, to the Company’s knowledge, threatened, which allege a violation of or liability under any Environmental Laws of or (as defined in the DIP Agreement), in each case relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and , (ii) abovethe Company and its Subsidiaries have all authorizations and permits necessary for their operations to comply with all applicable Environmental Laws and are, for and during the term of all applicable statutes of limitation, have been, in compliance with the terms of such permits and with all other applicable Environmental Laws, and (iii) no pollutants, contaminants, wastes, chemicals, materials, substances and constituents of any such failure nature which are subject to complyregulation or which would reasonably be likely to give rise to liability under any Environmental Law, including, without limitation, explosive or radioactive substances or petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls or radon gas (collectively, “Hazardous Material”) is located at, in, or failure to receive required permitsunder any property currently or formerly owned, licenses operated or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known leased by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under that would reasonably be expected to give rise to any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions liability or obligation of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of under any noncompliance by them with Environmental Laws, and no Hazardous Material has been generated, owned or liabilities controlled by the Company or other obligations any of them under Environmental Laws its Subsidiaries and has been transported to or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, released at any location in a manner that could would reasonably be expected to have a Material Adverse Effectgive rise to any liability or obligation of the Company or any of its Subsidiaries under any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, Except as would not, individually or in the aggregate, have a Material Adverse Effect. Except , and except as described disclosed in each of the Time of Sale Information and the Offering MemorandumProspectus, (xA) each of the Company and its subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Company and its subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all Permits required under any applicable Environmental Laws and each of them is in full force and effect, (C) there are is no proceedings that are pendingcivil, criminal or that are known 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 the Company, threatened against it under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a partysubsidiaries, other than such proceedings regarding which it is reasonably believed no monetary sanctions (E) none of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (y“CERCLA”), or any comparable Environmental Law; (F) no property or facility of the Company and its Significant Subsidiaries are not aware of any noncompliance by them with subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or is (ii) listed in the Comprehensive Environmental LawsResponse, Compensation, Liability Information System List promulgated pursuant to CERCLA, or liabilities on any comparable list maintained by any state or other obligations local governmental authority; (G) none of them under the Company or any of its subsidiaries is subject to any order, decree or agreement requiring, or is otherwise obligated or required to perform any response or corrective action relating to any Hazardous Materials pursuant to any Environmental Laws Law and (H) there are no past or laws concerning hazardous present actions, events, operations or toxic substances or wastes, pollutants or contaminants, that activities which could reasonably be expected to have a Material Adverse Effectprevent or interfere with compliance by the Company or any of its subsidiaries with any applicable Environmental Law or to result in liability under any applicable Environmental Law.

Compliance with Environmental Laws. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, laws rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, contaminants and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with, or failure to receive required permits, licenses or approvals, or cost or liability, liability as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information Effect and the Offering Memorandum, (iii) (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The Company Parent and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would with respect to clause (x), (y) or (z), individually or in the aggregate, be reasonably be expected to result in any such noticehave a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, pending or that are known by the Company Parent or its subsidiaries to be contemplated, against the Company Parent or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is would not, individually or in the aggregate, reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and expected to have a Material Adverse Effect, (y) the Company Parent and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) none of Parent and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Except as otherwise disclosed in the Time of Sale Information and the Prospectus, the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not there is no claim, action or cause of action filed with a court or government authority and no investigation with respect to which the Company has received notice, and no notice of by any person or entity alleging any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information , and the Offering Memorandum, (xiii) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectimposed.

Compliance with Environmental Laws. (a) (i) The Company Each Credit Agreement Party will comply, and will cause each of its Significant Subsidiaries (x) are to comply, in compliance all material respects with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection ownership or use of human health its Real Property and vessels now or safetyhereafter owned, the environmentleased or operated by such Credit Agreement Party or any of its Subsidiaries, natural resourceswill promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, hazardous and will keep or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received cause to be kept all such Real Property and are in compliance with all permits, licenses, certificates or other authorizations or approvals required vessels free and clear of them under applicable any Liens imposed pursuant to such Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or liabilities associated with Environmental Laws of dispose of, or relating to permit the Company generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by such Credit Agreement Party or any of its Significant Subsidiaries; , or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except as required in the case ordinary course of each business of Holdings and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) and or (ii) above, for any such failure to complywhich, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company If Holdings or any of its Significant Subsidiaries under Subsidiaries, or any Environmental Laws in which a governmental entity is also a partytenant or occupant of any Real Property or vessel owned, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million leased or more will be imposed on the Company operated by Holdings or any of its Significant Subsidiaries and (y) Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Company and its Significant Subsidiaries are not aware presence or Release of any noncompliance by them Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and/or to cause any of its Subsidiaries, tenants or liabilities occupants to undertake, at their sole expense, any clean up, removal, remedial or other obligations of them under action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property or laws concerning hazardous or toxic substances or wastesvessel except where the failure to do so has not had, pollutants or contaminants, that and could not reasonably be expected to have have, a Material Adverse Effect.

Compliance with Environmental Laws. Except as described in the Registration Statement, the Prospectus and the General Disclosure Package and except such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The the Company and each of its Significant Subsidiaries subsidiaries (x) are to the knowledge of the Company, are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) to the knowledge of the Company, have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) to the knowledge of the Company, have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each knowledge of the Time of Sale Information and the Offering MemorandumCompany, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectimposed.

Compliance with Environmental Laws. Except in the case of (i) The and (ii) below, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate have a Material Adverse Effect, (i) the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) subsidiaries, and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no material monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) subsidiaries, and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by or, to the Company to be knowledge of the Company, contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries imposed; and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings, or competitive position of the Company and its subsidiaries; except in the case of each of clauses (i), (ii) and (iii) above, for any such matters, as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplatedthreatened, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries party and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to except in the case of each of (x) and (y) above, as would not, individually or in the aggregate, have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are Except as set forth in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)Schedule 3.22, (ya)(i) have received there is and are has been no Handling of Substances by the Company or its Subsidiaries at, on, or from any Operating Site in compliance with all permits, licenses, certificates or other authorizations or approvals required violation of them under any applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeLaw, and (ii) to the Knowledge of the Company, there are is and has been no costs Handling of Substances at, on, from any Operating Site, by any other Person that has resulted in any liability or liabilities associated with Environmental Laws of or relating potential liability to the Company or its Subsidiaries under any Environmental Law; (b) no Substances are present on, in or under any Operating Site in violation of any applicable Environmental Law as a result of the operations of the Business of the Company or its Subsidiaries; (c) to the Knowledge of the Company, (i) no underground tanks are or have been owned or operated by the Company or its Subsidiaries, (ii) no underground storage tanks are or have been located on, in or under any facility currently owned or leased by the Company or its Subsidiaries, and (iii) no PCBs or asbestos-containing materials are located on, in or under any facility currently owned or leased by the Company or its Subsidiaries; (d)(i) neither the Company nor any of its Significant Subsidiaries; except Subsidiaries has received written or, to the Knowledge of the Company, oral notice of any assertion by any governmental or regulatory agency or other Person that any of them may be a potentially responsible party in the case of each of (i) connection with any Substance disposal site, and (ii) aboveneither the Company nor any of its Subsidiaries has received written or, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each Knowledge of the Time Company, oral notice of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, any pending or that are known threatened claims or any reasonable basis for a claim by the Company to be contemplated, any Person against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a partyLaw; (e) no Encumbrances have been, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be are, imposed on the Company Business or any of the assets of the Company or its Significant Subsidiaries under any Environmental Law; and (yf) the Company and its Significant Subsidiaries are not aware have obtained all Permits and have made all reports and notifications required under any Environmental Law in connection with the assets of any noncompliance by them the Company and its Subsidiaries and the operation of the Business, and is in material compliance with all applicable Environmental Laws. Schedule 3.22 also contains a list and brief description of all filings by the Company or its Subsidiaries with, notices to the Company or its Subsidiaries from, and related reports to any governmental authority administering an Environmental Law including without limitation, filings made, corrective action taken, or liabilities citations and notices of violations received by the Company or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected its Subsidiaries with respect to have a Material Adverse Effectany Operating Site.

Compliance with Environmental Laws. Each of the Company and the Subsidiaries is (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable U.S. or non-U.S. federal, state, state and local and foreign laws, rules, regulations, requirements, regulations decisions and orders relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice, and (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) aboveLaws, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each Neither the Company nor any of the Time Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of Sale Information and the Offering Memorandum1980, (x) there are no proceedings that are pendingas amended, or that are known by the Company to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of the Subsidiaries to investigate or remediate any pollutants or contaminants, except where such requirements would not, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. In the ordinary course of its Significant Subsidiaries under any business, the Company periodically reviews the effects of Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any business, operations and properties of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any noncompliance by them capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations to third parties). On the basis of them under Environmental Laws or laws concerning hazardous or toxic substances or wastessuch review, pollutants or contaminants, the Company has reasonably concluded that could reasonably be expected to such associated costs and liabilities would not have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health the environment or safety, the environment, natural resources, including those relating to the generation, use, storage, treatment, transport, disposal or release of hazardous or toxic substances or any wastes, including medical wastes, or any pollutants or contaminants or to human exposure to any such substances, wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to violations of any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances substances, or any wastes, including medical wastes, or any pollutants or contaminants, which has not been cured, and have no actual knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates or other authorizations or approvals, or cost any such actual or potential liability, as would not, not individually or in the aggregate, have a Material Adverse Effect. Except ; (ii) except as described in each of the Time of Sale Information Disclosure Package and the Offering MemorandumFinal Prospectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries imposed, and (y) the Company and its Significant Subsidiaries are not aware subsidiaries have no actual knowledge of any noncompliance by them with actual or potential violations of or liability under any Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws including any concerning hazardous or toxic substances or any wastes, including medical wastes, or any pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectEffect on the capital expenditures, earnings or competitive position of the Company or any of its subsidiaries.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectEffect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or except for any such matter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its Significant Subsidiaries subsidiaries (xA) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions decisions, judgments, decrees, orders and orders the common law relating to pollution or the protection of human health or safety, the environment, natural resourcesresources or human health or safety (with respect to exposure to Hazardous Materials), hazardous including those relating to the generation, storage, treatment, use, handling, transportation, Release or toxic substances or wastes, pollutants or contaminants threat of Release of Hazardous Materials (collectively, “Environmental Laws”), (yB) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (zC) have not received notice of of, or claims for, any actual or potential liability under or relating to to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal Release or release threat of hazardous or toxic substances or wastes, pollutants or contaminantsRelease of Hazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice or claims, (D) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, (E) have not agreed to assume, undertake or provide indemnification for any liability of any other person under any Environmental Law, including any obligation for cleanup or remedial action, (F) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law; and (ii) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilitymatter, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described disclosed in each of the Time of Sale Information Registration Statement, the Pricing Disclosure Package and the Offering MemorandumProspectus, (xA) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (yB) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws Laws, including the Release or laws concerning hazardous or toxic substances or wastes, pollutants or contaminantsthreat of Release of Hazardous Materials, that could reasonably be expected to have a Material Adverse Effect, and (C) none of the Company nor any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws. No property of the Company or any of its subsidiaries is subject to any Lien under any Environmental Law, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described or incorporated by reference in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a material effect on the earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumInformation, (x) there are no proceedings that are pendingpending or, or that are known by to the Company to be Company’s knowledge, contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding their respective compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) neither the Company nor any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) except as described in the Registration Statement, the Time of Sale Information and the Prospectus, have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries taken as a whole, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as described in each of the Time of Sale Information and the Offering Memorandum, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times (except for such matters that have been fully and finally resolved) were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, binding decisions and orders relating to hazardous or toxic substances or wastes, pollutants or contaminants, the protection of human health or safety, the environment, environment and natural resources, hazardous or toxic substances or wastes, pollutants or contaminants resources (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, authorizations, or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (iii) (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) compliance of the Company and its Significant Subsidiaries are not aware of any noncompliance by them subsidiaries with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that contaminants could not reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to compliance with any Environmental Laws.

Compliance with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplatedthreatened, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 1,000,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries.

Compliance with Environmental Laws. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus and except such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) The Company the Companies, the Guarantor and its Significant Subsidiaries each of their respective subsidiaries (x) are to the knowledge of the Companies and the Guarantor, are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) to the knowledge of the Companies and the Guarantor, have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) to the knowledge of the Companies and the Guarantor, have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Companies, the Guarantor or any of its Significant Subsidiariestheir respective subsidiaries; except in the case of each of (i) and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each knowledge of the Time of Sale Information Companies and the Offering MemorandumGuarantor, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Companies, the Guarantor or any of its Significant Subsidiaries their respective subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectimposed.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, state and local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of clauses (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, or other authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Effect or would not require disclosure pursuant to the Commission’s Regulation S-K. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 10.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company operations of the Borrower and its Significant each of the Subsidiaries (x) are not in compliance with violation of any and all applicable federal, statestate or local environmental, local health and foreign laws, rulessafety statutes, regulations, requirementsdirections, decisions ordinances, criteria and orders relating to guidelines; (ii) the protection Borrower has not received notice that any of human the operations of the Borrower or any of the Subsidiaries is the subject of any judicial or administrative proceeding alleging the violation of any federal, state or local environmental, health or safetysafety statute, regulation, direction, ordinance, criteria or guideline; (iii) none of the operations of the Borrower or any of the Subsidiaries is the subject of any federal, state or local investigation involving allegations or potential allegations that the Borrower or any of the Subsidiaries disposed of any hazardous or toxic waste, substance or constituent or other pollutant, contaminant or substance (including, without limitation, petroleum) at any site that may require remedial action, or any federal, state or local investigation evaluating whether any remedial action is needed to respond to a release or threatened release of any hazardous or toxic waste, substance or constituent, or other pollutant, contaminant or substance (including, without limitation, petroleum) into the environment; (iv) neither the Borrower nor any of the Subsidiaries have filed any notice under any federal, state or local law indicating past or present treatment, storage or disposal of a hazardous waste or reporting a spill or release or threatened release of a hazardous or toxic waste, substance or constituent, or other pollutant, contaminant or substance (including, without limitation, petroleum) into the environment; and (v) neither the Borrower nor any of the Subsidiaries has any contingent liability of which the Borrower has knowledge or reasonably should have knowledge in connection with any release or threatened release of any hazardous or toxic waste, substance or constituent, or other pollutant, contaminant or substance (including, without limitation, petroleum) into the environment, natural resourcesnor has the Borrower or any of the Subsidiaries received any notice, letter or other indication of potential liability arising from the disposal of any hazardous or toxic substances waste, substance or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates constituent or other authorizations pollutant, contaminant or approvals required of them under applicable Environmental Laws to conduct their respective businessessubstance (including, and (zwithout limitation, petroleum) have not received notice of any actual or potential liability under or relating to any Environmental Lawsinto the environment which, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating case referred to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually this Section 6.13 or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. The Company (i) The Company is, and its Significant Subsidiaries (x) are at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any and all applicable federalgovernmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local and foreign lawsauthority, rules, regulations, requirements, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)) applicable to such entity, (y) have received which compliance includes, without limitation, obtaining, maintaining and are in compliance complying with all permits, licenses, certificates or other permits and authorizations or and approvals required of them under applicable by Environmental Laws to conduct their respective businesses, and (zii) have has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under for or relating to any Environmental Lawsother obligation concerning the presence, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge except in the case of any event clause (i) or condition that would (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries are is not aware of any noncompliance by them issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. (i) The Company and each of its Significant Subsidiaries (x) are is in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions laws and orders regulation relating to the use, treatment, storage and disposal of toxic substances and protection of human health and safety or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental Laws”)) which are applicable to its business, except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect; (yii) have neither the Company nor its Subsidiaries has received any written notice from any governmental authority or third party of an asserted claim under Environmental Laws; (iii) the Company and are in compliance with each of its Subsidiaries has received all material permits, licenses, certificates licenses or other authorizations or approvals required of them it under applicable Environmental Laws to conduct their respective businesses, its business and (z) have not received notice is in compliance with all material terms and conditions of any actual such permit, license or potential liability under approval, except where the failure to receive or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that comply would not reasonably be expected to result in any such noticea Material Adverse Effect; (iv) to the Company’s knowledge after reasonable due inquiry, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to facts currently exist that will require the Company or any of its Significant SubsidiariesSubsidiaries to make future material capital expenditures to comply with Environmental Laws; except in the case of each of (i) and (iiv) aboveno property which is or has been owned, for any such failure to comply, leased or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known occupied by the Company or its Subsidiaries has been designated as a Superfund site pursuant to be contemplatedthe Comprehensive Environmental Response, against Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq,) (“CERCLA”) or otherwise designated as a contaminated site under applicable state or local law. Neither the Company or nor any of its Significant Subsidiaries has been named as a “potentially responsible party” under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectCERCLA.

Compliance with Environmental Laws. There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials (i“Hazardous Substances”) The by, due to, on behalf of, or caused by the Company and its Significant or the Subsidiaries (xor, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may be liable) are in compliance with upon any and all property now or previously owned, operated, used or leased by the Company or the Subsidiaries, or upon any other property, which would be a violation of or give rise to any liability under any applicable federallaw, staterule, local and foreign lawsregulation, rulesorder, regulationsjudgment, requirementsdecree or permit, decisions and orders common law provision or other legally binding standard relating to the pollution or protection of human health or safety, and the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental LawsLaw”), (y) have received except for violations and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would notwhich, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are could not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect. There has been no disposal, discharge, emission, contamination or other release of any kind at, onto or from any such property or into the environment surrounding any such property of any Hazardous Substances with respect to which the Company or any Subsidiary has knowledge, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis for an order for cleanup or remedial action, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any Subsidiary, except in each case which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No property of the Company or any Subsidiary is subject to any Lien under any Environmental Law. Neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement related to any Environmental Law.

Compliance with Environmental Laws. Except as otherwise disclosed in the Disclosure Package and the Prospectus, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) The Company and its Significant neither the Company, the Guarantor nor any of the Subsidiaries (x) are is in compliance with violation of any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law and foreign lawsany judicial or administrative interpretation thereof including any judicial or administrative order, rulesconsent, regulationsdecree or judgment, requirementsrelating to pollution or protection of human health, decisions the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and orders regulations relating to the protection release, in any form, or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, asbestos, asbestos containing materials, polychlorinated biphenyls, hazardous substances, petroleum and petroleum products (collectively, “Hazardous Materials”) or toxic substances to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or wastes, pollutants or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (yii) the Company, the Guarantor and the Subsidiaries have received all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with all permitstheir requirements, licenses(iii) there are no pending or, certificates to the best knowledge of the Company, the Guarantor and the Subsidiaries after reasonable investigation, threatened actions, suits, demands, demand letters, claims, liens, notices of noncompliance or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual violation or potential liability under responsibility, investigation or proceedings relating to any Environmental LawsLaw against the Company, including for Guarantor or any of the investigation Subsidiaries, (iv) there are no events, conditions or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition circumstances that would reasonably be expected to result in any such noticeliability of the Company, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Guarantor or any of its Significant Subsidiaries; except the Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws, (v) neither the Company, the Guarantor nor any of the Subsidiaries is conducting or financing, in the case of each of (i) whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any location and (iivi) aboveneither the Company, for the Guarantor nor any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering MemorandumSubsidiaries is a party to any order, (x) there are no proceedings that are pendingjudgment, decree or that are known by the Company to be contemplatedagreement, against the Company or which imposes any obligation on any of its Significant Subsidiaries them under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectLaw.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. Except Change; and (iii) except as described disclosed in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a Material Adverse EffectChange, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all times during the past three years were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, binding decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no actual knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (iii) (x) there are no proceedings that are pending, pending or that are known by the Company to be contemplated, threatened against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million which, individually or more will be imposed on in the Company or any of its Significant Subsidiaries aggregate, would not have a Material Adverse Effect, and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, and none of the Company and its subsidiaries reasonably expects to incur capital expenditures in order to comply with applicable Environmental Laws, in each case, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and, except as described in each of the Time of Sale Information and the Prospectus, at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates or other authorizations or approvals, or cost or liabilityliability or notice, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and, to the knowledge of the Company and its subsidiaries, at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company or any of its subsidiaries to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and does not anticipate that it or any of its Significant Subsidiaries are not aware of subsidiaries will make capital expenditures relating to any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws as would, individually or laws concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, Except as would not, individually or in the aggregate, have a Material Adverse Effect. Except , and except as described disclosed in each of the Time of Sale Information and the Offering MemorandumCircular, (xA) each of the Escrow Issuer, the Company and its subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Escrow Issuer, the Company and its subsidiaries has made all filings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all permits required under any applicable Environmental Laws and each of them is in full force and effect, (C) there are is no proceedings that are pendingcivil, criminal or that are known 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 the Escrow Issuer or the Company, threatened against it under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Company to be contemplatedEscrow Issuer, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a partysubsidiaries, other than such proceedings regarding which it is reasonably believed no monetary sanctions (E) none of $5.0 million or more will be imposed on the Escrow Issuer, the Company or any of its Significant Subsidiaries subsidiaries has received notice 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 Environmental Law, (F) no property or facility of the Escrow Issuer, Company or its subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or is (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, (G) none of the Escrow Issuer, the Company or any of its subsidiaries is subject to any order, decree or agreement requiring, or is otherwise obligated or required to perform any response or corrective action relating to any Hazardous Materials (as defined below) pursuant to any Environmental Law and (yH) the Company and its Significant Subsidiaries there are not aware of any noncompliance by them with Environmental Lawsno past or present actions, events, operations or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that activities which could reasonably be expected to have a Material Adverse Effectprevent or interfere with compliance by the Escrow Issuer, the Company or any of its subsidiaries with any applicable Environmental Law or to result in liability under any applicable Environmental Law.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is that would not reasonably believed no monetary sanctions of $5.0 million be expected, individually or more will be imposed on in the Company or any of its Significant Subsidiaries and aggregate, to have a Material Adverse Effect, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with, or failure to receive receive, required permits, licenses licenses, certificates, authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries (x) are are, and, to the knowledge of the Company and the Subsidiary Guarantors, at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company or any Subsidiary Guarantor to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and does not anticipate that it or any of its Significant Subsidiaries are not aware of subsidiaries will make capital expenditures relating to any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws as would, individually or laws concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (xA) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or and safety, the environment, natural resources, resources or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (yB) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (zC) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (icc)(A) and (iicc)(B) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (xA) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (yB) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (C) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Except as described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its Significant Subsidiaries subsidiaries (x) are in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have the Company has no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no by the Company that the aggregate amount of any monetary sanctions imposed in excess of amounts therefor fully covered by insurance will not exceed $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect10,000,000.

Compliance with Environmental Laws. (i) The Company and its the Significant Subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (xA) are and, since January 1, 2017, have been in compliance with any and all applicable federal, state, local and foreign lawslaws (including common law), rules, regulations, requirements, decisions and orders relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (yB) have received and are and, since January 1, 2017, have been in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws (collectively “Environmental Permits”) to conduct their respective businesses; (C) except as described in the Offering Memorandum, and (z) have not received any notice or claim relating to Environmental Laws, including, without limitation, any notice or claim of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice or claim; and (D) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law and (ii) there are no costs or liabilities (whether accrued, contingent, absolute, determined, determinable or otherwise) associated with Environmental Laws or Environmental Permits, including, without limitation, any capital or operating expenditures required for cleanup, investigation or closure of properties or compliance with Environmental Laws or Environmental Permits, any related constraints on operating activities and any potential liabilities to third parties, of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permitsEnvironmental Permits, licenses or approvalsorder, decree, or agreement, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. Except as described in the Parent SEC Documents, (a) the Parent and its Subsidiaries (i) The Company are, and its Significant Subsidiaries (x) are at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human worker or public health or safety, the environment, natural resources, hazardous or toxic substances or wastes, or pollutants or contaminants contaminants, including without limitation petroleum and other products (collectively, “Environmental Laws”), (yii) have received and are in compliance with all permits, licenses, certificates or other authorizations Licenses or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (ziii) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, or pollutants or contaminants, including without limitation petroleum and other products, that would with respect to clause (i), (ii) or (iii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (iib) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or any of its Significant Subsidiaries; , except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, liability as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as described in each of the Time of Sale Information ; and the Offering Memorandum, (xc) (i) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Parent or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity Governmental Body is also a party, other than such proceedings regarding which it is would not, individually or in the aggregate, reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and expected to have a Material Adverse Effect, (yii) the Company Parent and its Significant Subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, wastes or pollutants or contaminants, including without limitation petroleum and other products, that could would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iii) none of the Parent and its Subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any all, and all have not violated any, applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions decisions, judgments, decrees, orders and orders other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under applicable any Environmental Laws to conduct their respective businesses, ; and (z) have not received written notice of any actual or potential liability or obligation under or relating to to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information Registration Statement and the Offering MemorandumProspectus, (x) there are is no proceedings proceeding that are is pending, or that are is known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings proceeding regarding which it is the Company reasonably believed believes no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would, individually or in the aggregate, reasonably be expected excepted to have a Material Adverse Effect, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as otherwise disclosed in the Pricing Prospectus, (i) The the Company and its Significant Subsidiaries subsidiaries and, to the knowledge of the Company, the Acquired Company and its subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any its subsidiaries or, to the knowledge of the Company, the Acquired Company or its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumPricing Prospectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplatedthreatened, against the Company or any of its Significant Subsidiaries subsidiaries or, to the knowledge of the Company, the Acquired Company or any of its subsidiaries, under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 1,000,000 or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the capital expenditures or earnings of the Company and its subsidiaries, taken as a whole, or the Acquired Company and its subsidiaries, taken as a whole.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and the Company and its subsidiaries have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, liability as would not, individually or in the aggregate, have a Material Adverse Effect. Except Effect or as described in the Registration Statement, Time of Sale Information and the Prospectus; and (iii) except as described in each of the Registration Statement, Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries significant subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and not result in a Material Adverse Effect, (y) the Company and its Significant Subsidiaries significant subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its significant subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries (x) are is in compliance with any all, and all has not violated any, applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions decisions, judgments, decrees, orders and orders other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have has received and are is in compliance with all all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them it under applicable any Environmental Laws to conduct their respective its businesses, and except where such non-compliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with such permits, licenses, certificates or approvals would not individually or in the aggregate, reasonably be expected to have a Material Adverse Change; (z) have has not received written notice of any actual or potential liability by the Company or obligation of the Company under or relating to to, or any material actual or potential violation of, any Environmental LawsLaws by the Company, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and and, (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant SubsidiariesCompany; except in the case of each of (i) and (iiiii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are is no proceedings proceeding that are is pending, or that are is known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings proceeding regarding which it is the Company reasonably believed believes no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries are is not aware of any noncompliance by them facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected and (z) the Company does not anticipate material capital expenditures relating to have a Material Adverse Effectany Environmental Laws.

Compliance with Environmental Laws. (i) The Company Issuer and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetysafety as such relates to exposure to hazardous or toxic substances, wastes, pollutants or contaminants, the environment, natural resources, or the release, discharge, storage, treatment, generation, use, transportation, recycling or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Issuer or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilityliability (whether accrued, contingent, fixed, determinable, determined or otherwise), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Issuer or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries party and (y) the Company Issuer and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “"Environmental Laws”"), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, notice and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (ix) and (iiy) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company Fund and each of its Significant Subsidiaries (x) are has been and is in compliance with any all Applicable Laws (collectively, the “Environmental and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders Health Laws”) relating to the protection of human health or safety, the environment, natural resourcesoccupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous or toxic substances or wastes, pollutants materials or contaminants substances (collectively, “Environmental LawsHazardous Substances”), (y) have received and are in except where such non-compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as prosecution would not, individually or in the aggregate, have a Material Adverse Effect. Except as described Neither the Fund nor any of its Subsidiaries has used, except in compliance with all Environmental and Health Laws, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance. The Fund and each of its Subsidiaries has obtained all Permits under the Time Environmental and Health Laws (the “Required Environmental Permits”) required for the operation of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Fund’s or any of its Significant Subsidiaries under Subsidiaries’ business, except where the absence of any Required Environmental Laws Permit would not, individually or in which the aggregate, have a governmental entity Material Adverse Effect and each Required Environmental Permit is also a partyvalid, other than such proceedings regarding which it is reasonably believed no monetary sanctions subsisting and in good standing and the holders of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries Required Environmental Permits are not aware of any noncompliance by them with Environmental Lawsin default or breach thereof and no proceeding is pending, or liabilities to the knowledge of the Fund, threatened to revoke or other obligations of them under limit any Required Environmental Laws Permit, except where such breach or laws concerning hazardous default would not, individually or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect. Neither the Fund nor any of its Subsidiaries has received any notice of, or been prosecuted for an offence alleging, non-compliance with any Environmental and Health Laws, and neither the Fund nor any of its Subsidiaries has settled any allegation of non-compliance short of prosecution except where such non-compliance would not, individually or in the aggregate, have a Material Adverse Effect. There are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Fund or any of its Subsidiaries nor has the Fund or any of its Subsidiaries received notice of any of the same except in each case orders or directions the compliance with which would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Fund nor any of its Subsidiaries has received any notice that it is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental and Health Laws except where such action would not, individually or in the aggregate, have a Material Adverse Effect. Neither the Fund nor any of its Subsidiaries has received any request for information in connection with any federal, provincial, state, local or foreign inquiries as to disposal sites.

Compliance with Environmental Laws. (i) The Indirect Parent, the Company and its Significant Subsidiaries their subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “"Environmental Laws”"), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Indirect Parent, the Company or any of its Significant Subsidiaries; their subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Indirect Parent, the Company or any of its Significant Subsidiaries their subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Indirect Parent, the Company and its Significant Subsidiaries their subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (z) none of the Indirect Parent, the Company or any of their subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) The Company and its Significant Subsidiaries (x) are is in compliance in all material respects with any and all applicable foreign, federal, statestate and local laws, local and foreign lawsorders, rules, regulations, requirementsdirectives, decisions decrees and orders judgments relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws, to conduct its business as described in the Prospectus; and (yiii) have received and are is in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, terms and (z) have not received notice conditions of any actual such permit, license or potential liability under or relating to any approval, except where such noncompliance with Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses or cost or liability, as approvals would not, individually or in the aggregate, have a Material Adverse Effect. Except as described There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up and any potential liabilities to third parties) which would, individually or in each of the Time of Sale Information and aggregate, have a Material Adverse Effect. To the Offering MemorandumCompany’s knowledge, (x) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company and there are no events or circumstances that are pendingwould reasonably be expected to form the basis of an order for clean-up or remediation, or that are known an action, suit or proceeding by the Company to be contemplatedany private party or governmental body or agency, against or affecting the Company or any of its Significant Subsidiaries under predecessors in interest relating to hazardous materials or any Environmental Laws in which a governmental entity Laws. No property that is also a partyor has been owned, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million leased or more will be imposed on occupied by the Company or any its Subsidiary has been designated as a Superfund Site pursuant to the Comprehensive Environmental Response, Compensation of its Significant Subsidiaries Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq. “CERCLA”) or otherwise designated as a contaminated site under applicable state or local law and (y) the Company and its Significant Subsidiaries are has not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them been named as a “potentially responsible party” under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectCERCLA.

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Registration Statement, the Pricing Disclosure Package and its Significant Subsidiaries (x) the Prospectus, the Company, MPT and their respective subsidiaries and, to the knowledge of the Issuers and the Guarantors, each tenant of the Properties, are in compliance with any with, and all applicable federalthe Company, stateMPT and each of their respective subsidiaries and, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection knowledge of human health or safetythe Issuers and the Guarantors, each tenant of the environmentProperties, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with hold all permits, licensesauthorizations and approvals required under Environmental Laws (as defined below), certificates except to the extent that failure to so comply or other to hold such permits, authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) ; there are no proceedings that are pendingpast or present conditions, circumstances, activities, practices, or actions or omissions on the part of the Company, MPT or their respective subsidiaries that are known by would reasonably be expected to give rise to any material costs or liabilities to the Company to be contemplatedCompany, against the Company MPT or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a partytheir respective subsidiaries under, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on to interfere with or prevent material compliance by the Company Company, MPT or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with their respective subsidiaries with, Environmental Laws; except as would not, individually or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect; and except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company, MPT nor any of their respective subsidiaries (i) is the subject of any investigation, (ii) has received any notice or written claim, (iii) is a party to or affected by any pending or, to either of the Issuers’ or the Guarantors’ knowledge, threatened action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law).

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (xa) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and Chilean or foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yb) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (zc) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information Registration Statement, the Pricing Disclosure Package and the Offering MemorandumProspectus, (xa) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million as would not, individually or more will be imposed on in the Company or any of its Significant Subsidiaries and aggregate, have a Material Adverse Effect, (yb) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect, and (c) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Except with respect to any matters that, individually or in the aggregate, would not result in a Material Adverse Effect, the Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, contaminants and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of for (ix) and (ii) above, for any such failure to comply, costs or liabilities associated with failure to receive or comply with required permits, licenses or approvalsapprovals or (y) other costs or liabilities associated with Environmental Laws, where, in either case of (x) or cost (y), such costs or liability, as liabilities would not, individually or in the aggregate, have a Material Adverse Effect. Except Effect and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures during 2009 relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to the protection release or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, hazardous substances, petroleum or toxic substances petroleum products, asbestos-containing materials or wastesmold (collectively, pollutants “Hazardous Materials”) or contaminants to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsHazardous Materials, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement, the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as described in each Applicable Prospectus or except as would not, singly or in the aggregate, result in a Material Adverse Change, (i) The the Company has not been advised, and has no reason to believe, that either the Company or any of its Significant Subsidiaries (x) are subsidiaries is in compliance with violation of any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any binding and foreign lawsenforceable judicial or administrative interpretation thereof, rulesincluding any binding and enforceable judicial or administrative order, regulationsconsent, requirementsdecree or judgment, decisions and orders relating to the pollution or protection of human health or safetythe environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws and regulations relating to the environmentrelease or threatened release of chemicals, natural resourcespollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or toxic substances petroleum products (collectively, “Hazardous Materials”) or wastesto the manufacture, pollutants processing, distribution, use, treatment, storage, disposal, transport or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (yii) the Company has not been advised, and has no reason to believe, that the Company and its subsidiaries do not have received and are in compliance with all permits, licenses, certificates or other authorizations or and approvals required of them under any applicable Environmental Laws to conduct operate the business of the Company as currently conducted or are not each in compliance with their respective businessesrequirements, and (ziii) have not received notice there are no pending or to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of any actual noncompliance or potential liability under violation, investigation or proceedings relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to Law against the Company or any of its Significant Subsidiaries; except in the case of each of (i) subsidiaries and (iiiv) abovethe Company has not been advised, and has no reason to believe, that there are any events or circumstances that might reasonably be expected to form the basis of an order for any such failure to complyclean-up or remediation, or failure to receive required permitsan action, licenses suit or approvals, proceeding by any private party or cost governmental body or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplatedagency, against the Company or any of its Significant Subsidiaries under subsidiaries relating to Hazardous Materials pursuant to any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with applicable Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company Parent and its Significant Subsidiaries subsidiaries are (x) are in compliance with any and all applicable federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, the “Environmental Laws”), Laws”); (y) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses and are in compliance with all terms and conditions of any such permits, licenses or approvals; and (z) have not received notice of any actual or potential liability under or relating to any Environmental LawsLaw, including for except in any such case where the investigation failure to comply with Environmental Laws or remediation of any disposal failure to receive or release of hazardous to comply with such permits, licenses or toxic substances approvals individually or wastes, pollutants or contaminants, in the aggregate has not had and have no knowledge of any event or condition that would is not reasonably be expected likely to result in any such noticea Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) Prospectus there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company Parent or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 300,000 or more will be imposed on imposed. In the Company or any ordinary course of its Significant Subsidiaries and (y) business, the Company Parent and its Significant Subsidiaries are not aware subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any noncompliance by them capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); and on the basis of such review, have reasonably concluded that such associated costs and liabilities, individually or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could have not had and are not reasonably be expected likely to have result in a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Prospectus.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Disclosure Package and its Significant Subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesProspectus, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including except for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matters as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described Effect or be required to be disclosed in each the Prospectus pursuant to the Securities Act, the Company, the Subsidiary Guarantors and the other subsidiaries of the Time Company (or, to the knowledge of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company or the Subsidiary Guarantors, any other entity for whose acts or omissions the Company is or the Subsidiary Guarantors are or may be liable) (1) are conducting and have conducted their businesses, operations and facilities in compliance with Environmental Laws (as defined below); (2) possess and maintain in full force and effect any and all permits, licenses or registrations required under Environmental Law for the conduct of their businesses (“Environmental Permits”); (3) have not, pursuant to be contemplatedany contract, assumed responsibility to cure any currently identified material liability under Environmental Law or to remediate any currently identified Hazardous Substances (as defined below) spill or release; (4) have not received any notice from a governmental authority or any other third party alleging any violation of Environmental Law or liability thereunder (including, without limitation, liability as a “potentially responsible party” and/or for costs of investigating or remediating sites containing Hazardous Substances and/or damages to natural resources); (5) are not subject to any pending or, to the knowledge of the Company or the Subsidiary Guarantors, threatened claim or other legal proceeding under any Environmental Laws against the Company or its subsidiaries; (6) do not have knowledge of any of its Significant Subsidiaries under any pending Environmental Laws in which a governmental entity is also a partyLaw, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with unsatisfied condition in an Environmental LawsPermit, or liabilities any release of Hazardous Substances that, individually or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could can reasonably be expected to require any material capital expenditures to maintain the Company’s or the subsidiaries’ compliance with Environmental Law or with their Environmental Permits; and (7) does not (A) rely on any third party for an indemnity for, or the contractual assumption of, any material remediation obligation or liability under Environmental Law and (B) have a Material Adverse Effectreasonable cause to believe that such third party will default in its obligation to comply with such indemnity or contractual assumption. As used in this paragraph, “Environmental Laws” means any and all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, requirements and common law, or any enforceable administrative or judicial interpretation, order, consent, decree or judgment thereof, relating to pollution or the protection of human health or the environment, including, without limitation, those relating to, regulating, or imposing liability or standards of conduct concerning (i) noise or odor, (ii) emissions, discharges, releases or threatened releases of Hazardous Substances into ambient air, surface water, groundwater or land, (iii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling of, or exposure to, Hazardous Substances, (iv) the protection of wildlife or endangered or threatened species, or (v) the investigation, remediation or cleanup of, or exposure to, any Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants or hazardous, dangerous or toxic substances, materials, constituents or wastes or petroleum, petroleum products and their breakdown constituents, or any other chemical substance regulated under Environmental Laws.

Compliance with Environmental Laws. Except as would not involve, individually or in the aggregate, a Material Change: (i) The neither the Company and nor its Significant Subsidiaries (x) are Subsidiary is in compliance with violation of any and all applicable federalFederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to the protection release or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, hazardous substances, petroleum or toxic substances petroleum products (collectively, “Hazardous Materials”) or wastesto the manufacture, pollutants processing, distribution, use, treatment, storage, disposal, transport or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), ; (yii) the Company and its Subsidiary have received and are in compliance with all material permits, licenses, certificates or other authorizations or and approvals required of them under any applicable Environmental Laws and are each in compliance in all material respects with their requirements; (iii) there are no pending or, to conduct their respective businessesthe Company’s actual knowledge, and (z) have not received notice threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of any actual noncompliance or potential liability under violation, investigation or proceedings relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to Law against the Company or any of its Significant Subsidiariessubsidiaries; except in the case of each of (i) and (iiiv) abovethere are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, for or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. There has been no disposal, discharge, emission contamination or other release of any kind at, onto or from any such failure property or into the environment surrounding any such property of any Hazardous Substances with respect to complywhich the Company has knowledge, or failure to receive required permits, licenses or approvals, or cost or liability, except as would could not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectChange. The Company has not agreed to assume, undertake or provide indemnification for any liability of any other person under any Environmental Law, including any obligation for cleanup or remedial action, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change. There is no pending or, to the best of the Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company. No property of any Company is subject to any Lien under any Environmental Law. The Company is not subject to any order, decree, agreement or other individualized legal requirement related to any Environmental Law.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as disclosed in SCHEDULE 4.19 hereto: (i) The Company the operations of the Loan Parties comply in all material respects with all applicable Environmental Laws; (ii) the Loan Parties and its Significant Subsidiaries (x) all of their present facilities or operations, as well as to the knowledge of the Responsible Officers of the Borrowers and their subsidiaries their past facilities or operations, are in compliance not subject to any judicial proceeding or administrative proceeding or any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Law, (b) any Remedial Work, or (c) any Environmental Claims arising from the Release of a Contaminant into the environment; (iii) to the best of the knowledge of the Responsible Officers of the Loan Parties, none of their operations is the subject of any Federal or state investigation evaluating whether any Remedial Work is needed to respond to a Release of any Contaminant into the environment; (iv) no Loan Party nor, to the knowledge of the Responsible Officers of the Loan Parties, any predecessor of any Loan Party has filed any notice under any Environmental Law indicating past or present treatment, storage, or disposal of a Hazardous Material or reporting a spill or Release of a Contaminant into the environment; (v) to the best of the knowledge of the Responsible Officers of the Loan Parties, no Loan Party has any contingent liability in connection with any Release of any Contaminant into the environment; (vi) none of the operations of the Loan Parties involve the generation, transportation, treatment or disposal of Hazardous Materials, except for Hazardous Materials used in the ordinary course of business of the Loan Parties in accordance in all material respects with Environmental Laws; (vii) no Loan Party has disposed of any Contaminant by placing it in or on the ground or waters of any premises owned, leased or used by any of them and all applicable federalto the knowledge of the Loan Parties neither has any lessee, stateprior owner, local or other person; (viii) no underground storage tanks or surface impoundments are on any property of the Loan Parties; and foreign laws, rules, (ix) no Lien in favor of any governmental authority for (A) any liability under any Environmental Law or regulations, requirements, decisions and orders relating or (B) damages arising from or costs incurred by such governmental authority in response to the protection a Release of human health or safety, a Contaminant into the environment, natural resources, hazardous has been filed or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating attached to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each property of the Time of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectLoan Parties.

Compliance with Environmental Laws. Except as otherwise disclosed in each of the Registration Statement, the General Disclosure Package or the Prospectus, to the knowledge of the Company: (i) The the Company and its Significant Subsidiaries subsidiaries (x) are in compliance with any all, and all have not violated any, applicable federal, state, state and local and foreign lawslaws (including common law), rules, regulations, requirements, decisions decisions, judgments, decrees, orders and orders other legally enforceable requirements relating to pollution or the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under applicable any Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability or obligation under or relating to to, or any actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information General Disclosure Package and the Offering MemorandumProspectus, (x) there are is no proceedings proceeding that are is pending, or that are is known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings proceeding regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Except as otherwise disclosed in the Prospectus, or except as would not, individually or in the aggregate, result in a Material Adverse Change, the Company and its subsidiaries (i) The Company have been and its Significant Subsidiaries are in compliance with applicable Environmental Laws (xas defined below), (ii) have received all material permits, licenses or other approvals required of it under applicable Environmental Laws, to conduct their business as described in the Prospectus and (iii) are in compliance with any all terms and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice conditions of any actual such permit, license or potential liability under or relating to any approval, except where such noncompliance with Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses or cost or liability, as approvals would not, individually or in the aggregate, have a Material Adverse EffectChange. Except as described There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up and any potential liabilities to third parties) which would, individually or in each of the Time of Sale Information and aggregate, have a Material Adverse Change. To the Offering MemorandumCompany's knowledge, (x) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings that are pending, or that are known by the Company relating to be contemplated, any Environmental Law against the Company or any of its Significant Subsidiaries under subsidiaries and, to the Company's knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any Environmental Laws in which a private party or governmental entity is also a partybody or agency, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on against the Company Company, its subsidiaries, or any of its Significant Subsidiaries and (y) predecessors in interest relating to hazardous materials or any Environmental Laws. To the Company's knowledge, no property that is or has been owned, leased or occupied by the Company or its subsidiaries has been designated as a Superfund Site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq. "CERCLA") or otherwise designated as a contaminated site under applicable state or local law and its Significant Subsidiaries are the Company has not aware of any noncompliance by them with Environmental Laws, or liabilities or other obligations of them been named as a "potentially responsible party" under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse EffectCERCLA.

Compliance with Environmental Laws. The Issuer and its subsidiaries (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable foreign, federal, statestate and local laws, local and foreign lawsregulations, ordinances, rules, regulationsorders, requirementsjudgments, decisions and orders decrees, permits or other legal requirements relating to the protection of human health or and safety, the environment, or natural resourcesresources or to the use, generation, handling, storage, transportation or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received which compliance includes obtaining, maintaining and are in compliance complying with all permits, licenses, certificates or other permits and authorizations or and approvals required of them under applicable by Environmental Laws to conduct their respective businesses, and (zii) have no current or reasonably foreseeable liability or obligation with respect to, and have not received notice of any actual or potential liability under or relating to any Environmental Lawsobligation for, including for the investigation or remediation of any spill, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantscontaminants at any location, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeexcept, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of clauses (i) and (ii) aboveof this paragraph, for any where such failure to complynon-compliance with, or failure to receive required permitsobligation or liability under, licenses or approvals, or cost or liability, as Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect. Except Neither the Issuer nor any of its subsidiaries has been named as described in each a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of the Time of Sale Information and the Offering Memorandum1980, (x) there are as amended. There is no proceedings proceeding that are is pending, or that are is known by the Company to be contemplated, against the Company Issuer or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings proceeding regarding which it is reasonably believed no that monetary sanctions of $5.0 million 300,000 or more will not be imposed on imposed. None of the Company or any of its Significant Subsidiaries and (y) the Company Issuer and its Significant Subsidiaries are not aware of subsidiaries anticipates material capital expenditures relating to any noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company Each of the Company, its subsidiaries and its Significant Subsidiaries the Trust (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Company, its subsidiaries or any of its Significant Subsidiaries; the Trust, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or Company, any of its Significant Subsidiaries subsidiaries or the Trust under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) none of the Company and Company, its Significant Subsidiaries subsidiaries or the Trust are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries or the Trust, and (z) none of the Company, its subsidiaries or the Trust anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. Each of the Company and the Subsidiaries is (i) The Company and its Significant Subsidiaries (x) are in compliance with any and all applicable U.S. or non-U.S. federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or of wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice, and (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; except in the case of each of (i) and (ii) aboveLaws, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each Neither the Company nor any of the Time Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of Sale Information and the Offering Memorandum1980, (x) there are no proceedings that are pendingas amended, or that are known by the Company to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of the Subsidiaries to investigate or remediate any pollutants or contaminants, except where such requirements would not, individually or in the aggregate, have a Material Adverse Effect, whether or not arising from transactions in the ordinary course of business. In the ordinary course of its Significant Subsidiaries under any business, the Company periodically reviews the effects of Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million or more will be imposed on the Company or any business, operations and properties of its Significant Subsidiaries and (y) the Company and its Significant Subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any noncompliance by them capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations to third parties). On the basis of them under Environmental Laws or laws concerning hazardous or toxic substances or wastessuch review, pollutants or contaminants, the Company has reasonably concluded that could reasonably be expected to such associated costs would not have a Material Adverse Effect.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by to the Company to be knowledge of the Company, contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (i) The Company and its Significant Subsidiaries subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, laws rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, contaminants and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and ; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or any of its Significant Subsidiaries; subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, or cost or liability, liability as would not, individually or in the aggregate, have a Material Adverse Effect. Except Effect and (iii) except as described in each of the Time of Sale Information and the Offering MemorandumProspectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $5.0 million 100,000 or more will be imposed on the Company or any of its Significant Subsidiaries and imposed, (y) the Company and its Significant Subsidiaries subsidiaries are not aware of any noncompliance by them issues regarding compliance with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.