Common use of Environmental Laws Clause in Contracts

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to the knowledge other closed receptacles; (vii) health and safety of the Companyemployees and other persons; and (viii) manufacturing, there are no grounds processing, using, distributing, treating, storing, disposing, transporting or conditions which exist, on or handling of materials regulated under any property now law as pollutants, contaminants, toxic or previously ownedhazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, operated or leased by the Company or any terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of its Subsidiaries1980, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoas amended.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company civil or any criminal litigation, written notice of its Subsidiaries under violation, formal administrative proceeding, or pursuant investigation, inquiry or information request, relating to any Environmental Laws requiring any workLaw involving the Company, repairsexcept for litigation, construction notices of violations, formal administrative proceedings or capital expenditures with respect to any properties investigations, inquiries or assets of information requests that, individually or in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any federal, state or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company. (iii) The Company (i) has received all permits, licenses or any other approvals required of them under applicable Environmental Laws to conduct its Subsidiaries, on which business and (ii) is in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its Subsidiaries has been is in material violation ofof any applicable international, in connection with national, state or local convention, law, regulation, order, governmental license, convention, treaty (including those promulgated by the ownershipInternational Maritime Organization) or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force Materials of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Concern (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries , nor has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Subsidiary received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in violation of its Subsidiariesany Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and there are no ordersinvestigation, rulings or directives other action with respect to which the Company or any Subsidiary has received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of its Subsidiaries under law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose liability for any Environmental Laws requiring Claim the Company or any workSubsidiary has retained or assumed either contractually or by operation of law, repairsexcept as would not, construction individually or capital expenditures with respect to any properties in the aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself, an action, activity, circumstance or assets condition set forth in this clause (c)); and (d) none of the Company or any of its Subsidiaries; and (iv) no notice with respect Subsidiary is subject to any of the matters referred pending proceeding under Environmental Law to in this Section 6(x), including any alleged violations by which a Governmental Authority is a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, existing compliance and no writ, injunction, order or judgment is outstanding, remediation costs and no legal proceeding liabilities arising under or pursuant to any Environmental Laws and resulting from the business, operations or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is Subsidiary would not, individually or in progressthe aggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorizations, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the knowledge of Company’s attention that could result in costs or liabilities that could be expected, individually or in the Companyaggregate, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoto have a Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package, (a)(i) neither the Company nor any of its subsidiaries is in violation of, and Prospectusdoes not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”) that would, individually or in the aggregate, have a Material Adverse Effect, (ii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has been in material violation ofsubsidiaries own, in connection occupy, operate or use any real property contaminated with the ownershipHazardous Substances, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iiiii) neither the Company nor any of its Subsidiaries subsidiaries is aware conducting or funding any investigation, remediation, remedial action or monitoring of any unlawful spills, releases, discharges actual or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiessuspected Hazardous Substances in the environment, (iiiiv) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against neither the Company or nor any of its Subsidiaries under subsidiaries is liable or pursuant to allegedly liable for any Environmental Laws requiring release or threatened release of Hazardous Substances, including at any workoff-site treatment, repairsstorage or disposal site, construction or capital expenditures with respect to any properties or assets of (v) neither the Company or nor any of its Subsidiaries; and (iv) no notice with respect subsidiaries is subject to any of pending, or to the matters referred to in this Section 6(x)Company’s knowledge threatened, including claim by any alleged violations by the Company governmental agency or any of the Subsidiaries with respect thereto has been received by the Company governmental body or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding person arising under or pursuant to any Environmental Laws or relating to the ownershipHazardous Substances, use, maintenance or operation of the properties and assets of (vi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or any of its Subsidiaries is other approvals required under applicable Environmental Laws to conduct their business, except in progresseach case covered by clauses (i) – (vi) such as would not, pending individually or threatenedin the aggregate, which could reasonably be expected to have result in a Material Adverse Effect, and ; (b) to the knowledge of the Company, Company and its subsidiaries there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would result in a Material Adverse Effect; and (c) in the ordinary course of its business, the Company and its subsidiaries periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Company, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company and its subsidiaries have reasonably concluded that such Environmental Laws will not, individually or in the aggregate, result in a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Pricing Disclosure Package and the Prospectus, (a)(i) neither the Company nor any of its Significant Subsidiaries has been is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as hereinafter defined), to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Significant Subsidiaries is aware of owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its SubsidiariesSignificant Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its Significant Subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its Significant Subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and there (vi) the Company, its Significant Subsidiaries and the Guarantors have received and are in compliance with all, and have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending orother approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not, individually or in the aggregate, have a Material Adverse Effect; (b) to the knowledge of the CompanyCompany and the Guarantors there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company or any of its Subsidiaries liability under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; and (c) to any properties or assets the knowledge of the Company and the Guarantors there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and to the knowledge of the Company(B) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its Subsidiaries has been is in material violation ofof any applicable international, in connection with national, state or local convention, law, regulation, order, governmental license, convention, treaty (including those promulgated by the ownershipInternational Maritime Organization) or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force Materials of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Concern (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries , nor has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Subsidiary received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in violation of its Subsidiariesany Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and there are no ordersinvestigation, rulings or directives other action with respect to which the Company or any Subsidiary has received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of its Subsidiaries under law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose liability for any Environmental Laws requiring Claim the Company or any workSubsidiary has retained or assumed either contractually or by operation of law, repairsexcept as would not, construction individually or capital expenditures with respect to any properties in the aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself, an action, activity, circumstance or assets condition set forth in this clause (c)); and (d) none of the Company or any of its Subsidiaries; and (iv) no notice with respect Subsidiary is subject to any of the matters referred pending proceeding under Environmental Law to in this Section 6(x), including any alleged violations by which a Governmental Authority is a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, existing compliance and no writ, injunction, order or judgment is outstanding, remediation costs and no legal proceeding liabilities arising under or pursuant to any Environmental Laws and resulting from the business, operations or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is Subsidiary would not, individually or in progressthe aggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement and the Prospectus. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorizations, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the knowledge of Company's attention that could result in costs or liabilities that could be expected, individually or in the Companyaggregate, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoto have a Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectusthe Prospectus and except as would not, neither singly or in the Company aggregate, be reasonably expected to result in a Material Adverse Effect, (A) none of the Company, any of the Subsidiaries nor any of its the properties of the Company is in violation of any Environmental Laws (as defined below), (B) the Company, the Subsidiaries has been in material violation ofand the properties of the Company have all permits, in connection with the ownership, use, maintenance or operation of its properties authorizations and assets, approvals required under any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing Laws and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and are each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesrequirements, (iiiC) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company’s knowledge, threatened against the Company administrative, regulatory or any judicial actions, suits, demands, demand letters, claims, liens, notices of its Subsidiaries under noncompliance or pursuant violation, investigation or proceedings relating to any Environmental Laws requiring any work, repairs, construction Law or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and Hazardous Material (ivas defined below) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by against the Company or any of the Subsidiaries or otherwise with respect thereto has been received regard to the properties of the Company, (D) 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 private party or governmental body or agency, against or affecting the properties of the Company, the Company or any of its Subsidiariesthe Subsidiaries relating to Hazardous Materials or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, and no writ, injunction, order state or judgment is outstanding, and no legal proceeding under local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Laws Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the ownershipprotection of human health, usethe environment (including, maintenance without limitation, ambient air, surface water, groundwater, land surface or operation subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the properties above statutes may be amended from time to time, and assets the regulations promulgated pursuant to any of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoforegoing.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and Prospectusexcept for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental entity or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges real property contaminated with Hazardous Substances in a condition or disposal of any pollutants, contaminants, hazardous concentration that requires investigation or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesremediation pursuant to Environmental Laws, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site and (iv) the Company and its subsidiaries have received and are in compliance with all, and there are have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending or, other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of the Company, threatened against each of the Company and TMM Holdings, there are no facts or any of its Subsidiaries under circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Laws requiring any workLaw. For purposes of this subsection, repairs“Hazardous Substances” means (A) petroleum and petroleum products, construction by-products or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (ivB) no notice with respect to any of the matters referred to in this Section 6(xother chemical (including film processing chemicals), including any alleged violations by the Company material or any of the Subsidiaries with respect thereto has been received by the Company substance defined or any of its Subsidiariesregulated as toxic or hazardous or as a pollutant, and no writ, injunction, order contaminant or judgment is outstanding, and no legal proceeding waste under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation ofof any statute, in connection with rule, regulation, decision or order of any Governmental Agency relating to the ownership, use, maintenance disposal or operation release of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants relating to the protection or contaminants restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handledowns or operates any real property contaminated with any substance that is subject to any Environmental Laws, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous is liable for any off-site disposal or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or contamination pursuant to any Environmental Laws requiring any workLaws, repairs, construction or capital expenditures with respect is subject to any properties claim relating to any Environmental Laws, which violation, contamination, liability or assets of claim would individually or in the aggregate result in a Material Adverse Change; and the Company or is not aware of any of its Subsidiaries; and (iv) no notice with respect pending investigation which might lead to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto such a claim. There has been received no storage, generation, transportation, handling, treatment, disposal, discharge, emission, or other release of any kind of toxic or other wastes or other hazardous substances by, due to, or caused by the Company or any of its Subsidiariessubsidiaries (or, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownershipCompany’s knowledge, use, maintenance any other entity for whose acts or operation of the properties and assets of omissions the Company is or any of its Subsidiaries is in progress, pending or threatened, which could may reasonably be expected to have a Material Adverse Effect, and to the knowledge otherwise be liable) upon any of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated owned or leased by the Company or any of its Subsidiariessubsidiaries, or upon any other property, in violation of any law, statute, ordinance, rule, regulation, order, judgment, decree or permit or which would, under any law, statute, ordinance, rule (including rule of common law), regulation, order, judgment, decree or permit, give rise to any liability that would result in a Material Adverse Change. In the ordinary course of business, the Company conducts periodic reviews of the effect of Environmental Laws on the business and assets of the Company and its subsidiaries, in the course of which the Company identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or Licenses issued thereunder, any related constraints on operating activities and any potential liabilities to third parties). The Company has not identified any such legal proceeding might be commenced with any reasonable likelihood of success associated costs and liabilities that would, individually or with in the passage of timeaggregate, or the giving of notice or both, would give rise theretoresult in a Material Adverse Change.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to the knowledge other closed receptacles; (vii) health and safety of the Companyemployees and other persons; and (viii) manufacturing, there are no grounds processing, using, distributing, treating, storing, disposing, transporting or conditions which exist, on or handling of materials regulated under any property now law as pollutants, contaminants, toxic or previously ownedhazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, operated or leased by the Company or any terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of its Subsidiaries1980, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoas amended.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation has knowledge of its properties and assetsany liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesas such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies or operates any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is conducting or funding any investigation, and there are no ordersremediation, rulings remedial action or directives pending monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances at any real property currently or, to the knowledge of the Company, threatened against the Company formerly owned, leased or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiariessubsidiaries or has received notice of any such liability for any such release at any other site, including any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and no writ, injunction, order or judgment is outstanding(vi) the Company and its subsidiaries have received and are in compliance with all, and have no legal proceeding liability for any failure to obtain or noncompliance under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Laws or relating Law that would have a Material Adverse Effect; and (c) to the ownership, use, maintenance or operation of the properties and assets knowledge of the Company there are no requirements proposed for adoption or implementation under any of its Subsidiaries is in progress, pending or threatened, which could Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and toxic mold, and to the knowledge of the Company(B) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise to the extent disclosed in the Registration Statement Schedule 6.01(p) attached hereto: (i) each Company and Prospectusits business, neither the Company nor any of its Subsidiaries has been in material violation ofoperations, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federalequipment, stateproperty, municipalleaseholds and other facilities is in compliance in all material respects with all Requirements of Environmental Law, local or foreign laws, rules, regulations, decisions, orders, policies, specifically including all Requirements of Environmental Law concerning the storage and handling of Hazardous Materials; (ii) each Company holds all material permits, licenses, certificates or and approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described from Governmental Authorities which are required in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance connection with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releasesair emissions, discharges to surface or groundwater, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result Hazardous Materials and all other Requirements of any construction on or operation and use of its properties, Environmental Law; (iii) there are has been no ordersmaterial emission, rulings spill, release, or directives issued against discharge into or upon the Company air, soils (or any improvements located thereon), surface water or groundwater or the sewer, septic system or waste treatment, storage or disposal system servicing the premises, of its Subsidiaries, and there are no orders, rulings any Hazardous Materials at or directives pending or, to the knowledge from any of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and Properties; (iv) no written complaint, order, directive, claim, citation, or notice from any Governmental Authority or any other Person has been received by any Company with respect to any of the matters referred Properties in respect of air emissions, spills, releases, or discharges to in this Section 6(x)soils or improvements located thereon, including any alleged violations by surface water, groundwater or the Company sewer, septic system or waste treatment, storage or disposal systems servicing any of the Subsidiaries with respect thereto has been received by Properties, noise emissions, solid or liquid waste disposal, the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance generation, storage, transportation, or operation disposal of Hazardous Materials or other Requirements of Environmental Law affecting the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, Properties; (v) there are no grounds legal or conditions which existadministrative proceedings, investigations or claims now pending, or to the Borrower's knowledge, threatened in writing, with respect to the presence on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of timeunder, or the giving discharge, emission, spill, radiation or disposal into or upon any of notice the Properties, the atmosphere, or bothany watercourse or body of water, would give rise of any Hazardous Material; nor are there any material matters under discussion between any Company and any Governmental Authority relating thereto; and there is no factual basis for any such proceedings, investigations or claims; and (vi) the Companies have no material indebtedness, obligation or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup or disposal of any Hazardous Materials, including without limitation any such indebtedness, obligation, or liability under any Requirements of Environmental Law regarding such storage, treatment, cleanup or disposal.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package, (a)(i) neither the Company nor any of its subsidiaries is in violation of, and Prospectusdoes not have any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”) that would, individually or in the aggregate, have a Material Adverse Effect, (ii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has been in material violation ofsubsidiaries own, in connection occupy, operate or use any real property contaminated with the ownershipHazardous Substances, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iiiii) neither the Company nor any of its Subsidiaries subsidiaries is aware conducting or funding any investigation, remediation, remedial action or monitoring of any unlawful spills, releases, discharges actual or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiessuspected Hazardous Substances in the environment, (iiiiv) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against neither the Company or nor any of its Subsidiaries under subsidiaries is liable or pursuant to allegedly liable for any Environmental Laws requiring release or threatened release of Hazardous Substances, including at any workoff-site treatment, repairsstorage or disposal site, construction or capital expenditures with respect to any properties or assets of (v) neither the Company or nor any of its Subsidiaries; and (iv) no notice with respect subsidiaries is subject to any of pending, or to the matters referred to in this Section 6(x)Company’s knowledge threatened, including claim by any alleged violations by the Company governmental agency or any of the Subsidiaries with respect thereto has been received by the Company governmental body or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding person arising under or pursuant to any Environmental Laws or relating to the ownershipHazardous Substances, use, maintenance or operation of the properties and assets of (vi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or any of its Subsidiaries is other approvals required under applicable Environmental Laws to conduct their business, except in progresseach case covered by clauses (i)-(vi) such as would not, pending individually or threatenedin the aggregate, which could reasonably be expected to have result in a Material Adverse Effect, and ; (b) to the knowledge of the Company, Company and its subsidiaries there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would result in a Material Adverse Effect; and (c) in the ordinary course of its business, the Company and its subsidiaries periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Company, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company and its subsidiaries have reasonably concluded that such Environmental Laws will not, individually or in the aggregate, result in a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in To the Registration Statement and ProspectusCompany’s knowledge, neither the Company nor any of and its Subsidiaries has been are in material violation ofcompliance with all foreign, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or and foreign laws, legally-binding rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, laws and regulations relating to environmentalthe use, healthtreatment, or safety matters or storage and disposal of hazardous or toxic substances or wastes, pollutants waste and protection of health and safety (to the extent relating to exposure to hazardous or contaminants toxic substances) or the environment which are applicable to their businesses (collectively, “Environmental Laws”). Without limiting , except the generality of failure to comply would not, singularly or in the foregoing and except aggregate, reasonably be expected to have a Material Adverse Change, or as otherwise described set forth in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus: (i) the Company and each of its Subsidiaries . There has occupied its properties and has receivedbeen no storage, handledgeneration, usedtransportation, storedhandling, treatedtreatment, shipped and disposed of all pollutantsdisposal, contaminantsdischarge, hazardous emission, or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware other release of any unlawful spillskind of toxic or other wastes or other hazardous substances by, releasesdue to, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against caused by the Company or any of its Subsidiaries under or pursuant (or, to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets member of the Company Group’s knowledge, any other entity for whose acts or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of omissions the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably may otherwise be expected to have a Material Adverse Effect, and to the knowledge liable) upon any of the Company, there are no grounds or conditions which exist, on or under any property now or or, to any member of the Company Group’s knowledge, previously owned, operated owned or leased by the Company or any of its Subsidiaries, on or upon any other property, in violation of any Environmental Law or which would, under any Environmental Law, give rise to any liability, except for any violation or liability which would not reasonably be expected to result, singularly or in the aggregate with all such violations and liabilities, in a Material Adverse Change; and there has been no disposal, discharge, emission or other release of any kind onto such property or into the environment surrounding such property of any toxic or other wastes or other hazardous substances with respect to which any member of the Company Group has knowledge, except for any such legal proceeding might disposal, discharge, emission or other release of any kind which would not be commenced expected to result, singularly or in the aggregate, in a Material Adverse Change. In the ordinary course of business, the members of the Company Group, and the Company and its Subsidiaries, conduct periodic reviews of the effect of Environmental Laws on their business and assets, in the course of which they identify and evaluate any associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or governmental permits issued thereunder, any reasonable likelihood related constraints on operating activities and any potential liabilities to third parties). On the basis of success such reviews, the members of the Company Group and the Company and its Subsidiaries have reasonably concluded that such associated costs and liabilities would not reasonably be expected to result, singularly or with in the passage of timeaggregate, or the giving of notice or both, would give rise theretoin a Material Adverse Change.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any subsidiary. (iii) The Company and its subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiariesthem under applicable Environmental Laws to conduct their respective businesses except to the extent that the failure to have such permits, on which licenses or other approvals would not have a Material Adverse Effect and (ii) are in compliance, in all material respects, with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed would not, individually or in the Registration Statement aggregate, reasonably be expected to result in a Material Adverse Effect: (A) each of the Company, its subsidiaries and Prospectustheir respective operations and facilities are in compliance with, neither the Company nor and not subject to any of its Subsidiaries has been in material violation ofknown liabilities under, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing , which compliance includes, without limitation, having obtained and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or its subsidiaries under applicable Environmental Laws to conduct their respective businessesLaws, and compliance with the terms and conditions thereof; (iiB) neither the Company nor any of its Subsidiaries is aware of subsidiaries has received any unlawful spillswritten communication, releaseswhether from a governmental authority, discharges citizens group, employee or disposal of any pollutantsotherwise, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against alleges that the Company or any of its Subsidiariessubsidiaries is in violation of any Environmental Law; (C) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and there are no orders, rulings written notice by any person or directives entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending or, to the knowledge best of the Company’s knowledge, threatened against the Company or any of its Subsidiaries subsidiaries or any person or entity whose liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of Law the Company or any of its Subsidiariessubsidiaries has retained or assumed either contractually or by operation of law; and (ivD) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (E) no notice lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any of the matters referred to in this Section 6(x)assets, including any alleged violations by the Company facility or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiariessubsidiaries; and (F) there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Material of Environmental Concern, that could reasonably be expected to result in a violation of or liability under any Environmental Law on which the part of the Company or any of its subsidiaries, including without limitation, any such legal proceeding might be commenced with liability which the Company or any reasonable likelihood of success its subsidiaries has retained or with the passage assumed either contractually or by operation of time, or the giving of notice or both, would give rise theretolaw.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries has been is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability or cost under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment, or natural resources (including biota) or endangered species, or to health and safety matters or hazardous or toxic substances or wastes, pollutants or contaminants including as such relates to exposure to Hazardous Substances (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware owns, occupies, operates or uses any real property contaminated with Hazardous Substances at concentrations or under other conditions that require or could be reasonably expected to require remediation under applicable Environmental Laws or could pose a significant risk of any unlawful spills, releases, discharges liability for personal injury or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesproperty damage, (iii) there are no orders, rulings or directives issued against neither the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in progressthe environment, pending (iv) neither the Company nor any of its Subsidiaries is liable or threatenedallegedly liable for any release or threatened release of Hazardous Substances, which could reasonably be expected including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its Subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its Subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate have a Material Adverse Effect, and ; (b) to the knowledge of the Company, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, on liability under, or under any property now claim pursuant to, or previously owned, operated to interfere with or leased prevent compliance by the Company or its Subsidiaries with, any Environmental Law that would have a Material Adverse Effect; and (c) to the knowledge of its Subsidiariesthe Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, on which by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any such legal proceeding might be commenced with any reasonable likelihood of success other chemical, material or with the passage of time, substance prohibited or the giving of notice or both, would give rise theretoregulated under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Prospectus, neither the Company nor any of its the Subsidiaries has been is in material violation ofof any statute, in connection with the ownershiprule, useregulation, maintenance decision or operation order of its properties and assets, any applicable federal, state, municipal, local governmental agency or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates body or approvals having force of lawany court, domestic or foreign, relating to environmentalthe use, health, disposal or safety matters or release of hazardous or toxic substances or wastes, pollutants relating to the protection or contaminants restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handledowns or operates any real property contaminated with any substance required to be remediated under any Environmental Laws, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company’s knowledge, threatened against the Company is liable for any off-site disposal or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or contamination pursuant to any Environmental Laws or relating is subject to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatenedclaim under any Environmental Laws, which could reasonably be expected to violation, contamination, liability or claim would individually or in the aggregate have a Material Adverse Effect; and, except as disclosed in the General Disclosure Package and the Prospectus, the Company is not aware of any pending investigation that would be likely to lead to such a claim. In addition, based upon the knowledge Company’s reviews, conducted in the ordinary course of its business, of the Company, there are no grounds or conditions which exist, effect of Environmental Laws on or under any property now or previously owned, operated or leased by the business and operations of the Company and the Subsidiaries, the Company has reasonably concluded that, except as disclosed in the General Disclosure Package and the Prospectus, the costs and liabilities under Environmental Laws currently in effect (including, without limitation, any capital or operating expenditures required for clean-up, closure or rehabilitation of properties or compliance with Environmental Laws or any of its SubsidiariesPermit, any related constraints on which any such legal proceeding might be commenced with any reasonable likelihood of success operating activities and potential liabilities to third parties) would not, individually or with in the passage of timeaggregate, or the giving of notice or both, would give rise theretohave a Material Adverse Effect.

Environmental Laws. (a) Except as otherwise disclosed in the Registration Statement and Prospectusset forth on Schedule 5.29(a), neither the Company nor any of its Subsidiaries Group has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: not (i) the Company and each received any written notice of its Subsidiaries any alleged claim, violation of or Liability under any Environmental Law which has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous not heretofore been cured or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesfor which there is any remaining liability; (ii) neither disposed of, emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, arranged for the Company nor any of its Subsidiaries is aware disposal, discharge, storage or release of any unlawful spillsHazardous Materials, releases, discharges or disposal of exposed any pollutants, contaminants, hazardous employee or toxic materials, controlled other individual to any Hazardous Materials so as to give rise to any Liability or dangerous substances corrective or wastes that have occurred remedial obligation under any Environmental Laws; or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no ordersentered into any agreement that requires it to guarantee, rulings reimburse, pledge, defend, hold harmless or directives issued against indemnify any other Person with respect to liabilities arising out of Environmental Laws or the Hazardous Materials Activities of the Company or any Group, except in each case of its Subsidiariesclauses (i), (ii), and there are no orders(iii) as would not, rulings individually or directives pending orin the aggregate, have a Company Material Adverse Effect. (b) The Company Group has delivered to the knowledge Purchaser Parties all material records in its possession concerning material Liabilities arising from the Hazardous Materials Activities of the Company, threatened against Company Group and all environmental audits and environmental assessments in the possession or reasonable control of the Company Group of any facility currently owned, leased or used by the Company Group which identifies any material violations of its Subsidiaries Environmental Law or the presence of Hazardous Materials in quantities or concentrations that may require corrective or remedial obligation of the Company Group under or pursuant to any Environmental Laws requiring on any workproperty currently owned, repairs, construction leased or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations used by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, Group. Except as set forth on Schedule 5.29(b) and to the knowledge of the Company, there are no grounds or conditions which existHazardous Materials in, on on, or under any property now or previously properties owned, operated leased or leased used at any time by the Company Group such as would reasonably be expected to, individually or any of its Subsidiariesin the aggregate, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretohave a Company Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) The Company and its subsidiaries (i) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses except to the knowledge extent that the failure to have such permits, licenses or other approvals would not have a Material Adverse Effect and (ii) are in compliance, in all material respects, with all terms and conditions of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its the Subsidiaries has been is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its the Subsidiaries is aware of owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or nor any of the Subsidiaries with respect thereto has been received by is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company or nor any of its Subsidiariesthe Subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, and no writincluding at any off-site treatment, injunctionstorage or disposal site, order or judgment (v) neither the Company nor any of the Subsidiaries is outstanding, and no legal proceeding under or pursuant subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or relating to the ownershipHazardous Substances, use, maintenance or operation of the properties and assets of (vi) the Company and the Subsidiaries have received and are in compliance with the terms and conditions of all, and have no liability under any permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, and (vii) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any of its Subsidiaries is permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties), except in progress, pending each case covered by clauses (i) – (vi) such as would not individually or threatened, which could reasonably be expected to in the aggregate have a Material Adverse Effect, and ; (b) to the knowledge of the Company, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and the Subsidiaries, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its Subsidiaries has been is in material violation ofof any applicable international, in connection with national, state or local convention, law, regulation, order, governmental license, convention, treaty (including those promulgated by the ownershipInternational Maritime Organization) or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force Materials of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Concern (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries , nor has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Subsidiary received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in violation of its Subsidiariesany Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and there are no ordersinvestigation, rulings or directives other action with respect to which the Company or any Subsidiary has received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of its Subsidiaries under law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose liability for any Environmental Laws requiring Claim the Company or any workSubsidiary has retained or assumed either contractually or by operation of law, repairsexcept as would not, construction individually or capital expenditures with respect to any properties in the aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself, an action, activity, circumstance or assets condition set forth in this clause (c)); and (d) none of the Company or any of its Subsidiaries; and (iv) no notice with respect Subsidiary is subject to any of the matters referred pending proceeding under Environmental Law to in this Section 6(x), including any alleged violations by which a Governmental Authority is a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, existing compliance and no writ, injunction, order or judgment is outstanding, remediation costs and no legal proceeding liabilities arising under or pursuant to any Environmental Laws and resulting from the business, operations or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is Subsidiary would not, individually or in progressthe aggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Pricing Prospectus and the Prospectus. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorizations, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the knowledge of Company’s attention that could result in costs or liabilities that could be expected, individually or in the Companyaggregate, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoto have a Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed would not, individually or in the Registration Statement and Prospectusaggregate, neither the Company nor any of its Subsidiaries has been reasonably be expected to result in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusa Material Adverse Effect: (iA) each of the Company and each of its Subsidiaries has occupied its properties subsidiaries and has receivedtheir respective operations and facilities are in compliance with, handledand not subject to any known liabilities under, usedapplicable Environmental Laws (as defined below), storedwhich compliance includes, treatedwithout limitation, shipped having obtained and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or its subsidiaries under applicable Environmental Laws to conduct their respective businessesLaws, and compliance with the terms and conditions thereof; (iiB) neither the Company nor any of its Subsidiaries is aware of subsidiaries has received any unlawful spillswritten communication, releaseswhether from a governmental authority, discharges citizens group, employee or disposal of any pollutantsotherwise, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against alleges that the Company or any of its Subsidiariessubsidiaries is in violation of any Environmental Law; (C) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and there are no orders, rulings written notice by any person or directives entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending or, to the knowledge best of the Company’s knowledge, threatened against the Company or any of its Subsidiaries subsidiaries or any person or entity whose liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of Law the Company or any of its Subsidiariessubsidiaries has retained or assumed either contractually or by operation of law; and (ivD) neither the Company nor any of its subsidiaries is conducting or paying for, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (E) no notice lien, charge, encumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any of the matters referred to in this Section 6(x)assets, including any alleged violations by the Company facility or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiariessubsidiaries; and (F) there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release (as defined below) or threatened Release of any Material of Environmental Concern (as defined below), that could reasonably be expected to result in a violation of or liability under any Environmental Law on which the part of the Company or any of its subsidiaries, including without limitation, any such legal proceeding might be commenced with liability which the Company or any reasonable likelihood of success its subsidiaries has retained or with the passage assumed either contractually or by operation of time, or the giving of notice or both, would give rise theretolaw.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, neither (a)(i) the Company nor any of its Subsidiaries has been in material not violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsdoes not have any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “"Environmental Laws”"). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company does not own, occupy, operate or use any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workreal property contaminated with Hazardous Substances, repairs, construction or capital expenditures with respect to any properties or assets of (iii) the Company is not conducting or funding any investigation, remediation, remedial action or monitoring of its Subsidiaries; and actual or suspected Hazardous Substances in the environment, (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, the Company is not liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) the Company is not subject to any pending, or to the Company's knowledge threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to Hazardous Substances, and (vi) the Company has not received and is in compliance with all, and has no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct its business; (b) to the knowledge of the Company there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law; and (c) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Company, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, result in a Material Adverse Change. For purposes of this subsection "Hazardous Substances" means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company civil or any criminal litigation, written notice of its Subsidiaries under violation, formal administrative proceeding, or pursuant investigation, inquiry or information request, relating to any Environmental Laws requiring any workLaw involving the Company, repairsexcept for litigation, construction notices of violations, formal administrative proceedings or capital expenditures with respect to any properties investigations, inquiries or assets of information requests that, individually or in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company. (iii) The Company (i) has received all permits, licenses or any other approvals required of it under applicable Environmental Laws to conduct its Subsidiaries, on which businesses and (ii) is in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described would not, individually or in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedaggregate, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge (i) none of the Company, the Guarantors, their respective subsidiaries or any of the hospitals owned, leased or operated by them is in violation of any Federal, state, local or foreign statute, law, rule, regulation, standard, guide, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, decision, agreement, consent, decree or judgment, relating to pollution or protection of human health or safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, those relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, or hazardous substances (including, without limitation, biological or biohazardous products or wastes, medical wastes, asbestos-containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, petroleum or petroleum products) (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”), (ii) the Company, the Guarantors, their respective subsidiaries and each of the hospitals owned, leased or operated by them have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no grounds pending or, to the Company’s knowledge, threatened administrative, regulatory or conditions which existjudicial actions, on suits, demands, demand letters, claims, liens, notices of noncompliance or under violation, requests for information, investigations or proceedings relating to any property now or previously ownedEnvironmental Law against the Company, operated or leased by the Company Guarantors, any of their respective subsidiaries or any of its Subsidiariesthe hospitals owned, on which any such legal proceeding leased or operated by them and (iv) there are no events or circumstances that might reasonably be commenced with any reasonable likelihood expected to form the basis of success an order for investigation, response, clean-up or with the passage of timeremediation, or an action, suit, demand for payment, or proceeding by any private party or governmental body or agency, against or affecting the giving Company, the Guarantors, any of notice their respective subsidiaries or bothany of the hospitals owned, would give rise theretoleased or operated by them relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Statement, the Pricing Disclosure Package and the Prospectus, (i)(A) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting , (B) neither the generality Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the foregoing and except as otherwise described Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the Registration Statement environment, (D) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and Prospectus: (iF) the Company and each of its Subsidiaries has occupied its properties subsidiaries have received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (A) – (F) such as would not individually or in the aggregate have a Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; (iii) to any properties or assets the knowledge of the Company there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect; and (iv) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (y) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and to the knowledge of the Company(z) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in To the Registration Statement and Prospectus, Corporation's knowledge (i) neither the Company Corporation nor any Corporation Subsidiary is in violation of its Subsidiaries has been in material violation ofany federal, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federalprovincial, state, municipallocal, local municipal or foreign lawsLaw or any judicial or administrative interpretation thereof, rulesincluding any judicial or administrative order, regulations, decisions, orders, policies, permits, licenses, certificates consent decree or approvals having force of law, domestic or foreignjudgment, relating to environmental, pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or safety matters subsurface strata) or hazardous wildlife, including Laws relating to the release or toxic substances or wastesthreatened release of chemicals, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or toxic materialspetroleum products (collectively, controlled "Hazardous Materials") or dangerous substances to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or wastes handling of Hazardous Materials (collectively, "Environmental Laws") except where such violations would not be reasonably expected, on an individual or aggregate basis, to have a Material Adverse Effect, (ii) the Corporation and each Corporation Subsidiary has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with all applicable Environmental Laws their requirements, except where the failure to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spillshave such permits, releasesauthorizations and approvals would not reasonably be expected, discharges on an individual or disposal of any pollutantsaggregate basis, contaminantsto have a Material Adverse Effect, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orderspending or threatened administrative, rulings regulatory or directives issued against the Company judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or any of its Subsidiariesviolation, and there are no orders, rulings investigation or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant proceedings relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of against the Company Corporation or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x)Corporation Subsidiary which, including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiariesif determined adversely, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company. Other than for ongoing legislative reporting, there are no grounds environmental audits, evaluations, assessments, studies or conditions which exist, on or under any property now or previously owned, operated or leased tests that were commissioned by the Company Corporation or any Corporation Subsidiary respecting the business, operations, properties or facilities of its Subsidiariesthe Corporation or any Corporation Subsidiary or in which it has a direct or indirect economic interest. The Mining Claims are not located in any environmental conservation unit, on which any such legal proceeding might be commenced with any reasonable likelihood of success whether 'full protection units' or with the passage of time'sustainable use units', nor in their buffer zones, or in Aboriginal protection areas. There is no tailings dam (or water dam) within, or within a radius of 100 km outside of, the giving of notice areas covered by the Mining Claims. The Mining Claims are not located within any tailings (or both, would give rise theretowater) dam rescue zones.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation has knowledge of its properties and assetsany liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is conducting or funding any investigation, and there are no ordersremediation, rulings remedial action or directives pending monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances at any real property currently or, to the knowledge of the Company, threatened against the Company formerly owned, leased or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiariessubsidiaries or has received notice of any such liability for any such release at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and no writ, injunction, order or judgment is outstanding(vi) the Company and its subsidiaries have received and are in compliance with all, and have no legal proceeding liability for any failure to obtain or noncompliance under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Laws or relating Law that would have a Material Adverse Effect; and (c) to the ownership, use, maintenance or operation of the properties and assets knowledge of the Company there are no requirements proposed for adoption or implementation under any of its Subsidiaries is in progress, pending or threatened, which could Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and toxic mold, and to the knowledge of the Company(B) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (A)(i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and there (vi) the Company and its subsidiaries have received and are in compliance with all, and have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending orother approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (B) to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; (C) to any properties or assets the knowledge of the Company there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect; and (D) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (x) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and to the knowledge of the Company(y) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and Prospectusthe Prospectus or except as would not, neither individually or in the Company nor aggregate, result in a Material Adverse Effect, the Company, each of its subsidiaries and, to the knowledge of the Company, any operator of any of its Subsidiaries has been in material violation ofthe Underlying Properties, (i) is, and at all times prior hereto was, in connection compliance with the ownershipall laws, useregulations, maintenance ordinances, rules, orders, judgments, decrees, permits or operation other legal requirements of its properties and assetsany governmental authority, including without limitation any applicable federalinternational, foreign, national, state, municipalprovincial, regional, or local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreignauthority, relating to environmentalpollution, healththe protection of human health or safety (to the extent such health or safety relate to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, or safety matters 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 (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) applicable to the Company or such operator, which compliance includes, without limitation, obtaining, maintaining and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complying with all applicable permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses; its business, and (ii) neither the Company nor any of its Subsidiaries is aware has not received notice (and does not otherwise have knowledge) of any unlawful spillsactual or alleged violation of Environmental Laws, releases, discharges or disposal of any pollutantsactual or potential liability for or other obligation concerning the presence, contaminants, disposal or release of hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred wastes, pollutants or are presently occurring on or from its properties contaminants. Except as a result of any construction on or operation and use of its propertiesdescribed in the Pre-Pricing Prospectus, (iiix) there are no ordersproceedings that are pending, rulings or directives issued known by the Company to be contemplated, against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against any operator of the Underlying Properties under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws by it or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets operator of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x)Underlying Properties, including any alleged violations by the Company pending or any of the Subsidiaries with respect thereto has been received by the Company proposed Environmental Laws, or any of its Subsidiaries, and no writ, injunction, order liabilities or judgment is outstanding, and no legal proceeding other obligations under or pursuant to any Environmental Laws or relating to the ownershipconcerning hazardous or toxic substances or wastes, usepollutants or contaminants, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could that would reasonably be expected to have a Material Adverse Effect, Effect and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by (z) the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretodoes not anticipate material capital expenditures relating to Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Pricing Disclosure Package and the Prospectus, (a)(i) neither the Company nor any of its Significant Subsidiaries has been is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as hereinafter defined), to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Significant Subsidiaries is aware of owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its SubsidiariesSignificant Subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its Significant Subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its Significant Subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and there (vi) the Company, its Significant Subsidiaries and the Guarantors have received and are in compliance with all, and have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending orother approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not, individually or in the aggregate, have a Material Adverse Effect; (b) to the knowledge of the CompanyCompany and the Guarantors there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company or any of its Subsidiaries liability under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; and (c) to any properties or assets the knowledge of the Company and the Guarantors there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and to the knowledge of the Company(B) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed described in the Registration Statement Statement, the General Disclosure Package and Prospectusthe Prospectus or would not, neither singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) the Company nor any and all of its Subsidiaries has been subsidiaries are in material violation compliance with all applicable federal, state and local statutes, laws, rules (including fundamental principles of common law), regulations, ordinances, codes or policies, or any judicial or administrative interpretations thereof, including any judicial or administrative orders, consents, decrees or judgments, relating to pollution or protection of human health (to the extent relating to exposure to Hazardous Materials, as defined below), 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, in connection with or human exposure to, pollutants, contaminants, solid or hazardous wastes, toxic substances, hazardous substances or chemicals, petroleum or petroleum products or asbestos-containing materials (collectively, “Hazardous Materials”), or to the ownershipmanufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Hazardous Materials (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: , (iB) the Company and its subsidiaries have received or timely applied for all permits, authorizations and approvals required under any applicable Environmental Laws and are each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with the terms and conditions of all applicable such received permits, authorizations and approvals, (C) there has been no release of Hazardous Materials at any of the properties of the Company or any of its subsidiaries that requires any clean-up or remediation pursuant to Environmental Laws to conduct their respective businesses; Law, (iiD) neither the Company nor any of its Subsidiaries subsidiaries is aware conducting or funding any investigation, clean-up or remediation of any unlawful spills, releases, discharges or disposal release of Hazardous Materials at any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesproperty, (iiiE) there are no orderspending or threatened administrative, rulings regulatory or directives issued judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company or any of its Subsidiaries, subsidiaries and (F) there are no ordersevents or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, rulings or directives pending oran action, to the knowledge of the Companysuit or proceeding by any private party or Governmental Entity, threatened against or affecting the Company or any of its Subsidiaries subsidiaries relating to Hazardous Materials or arising under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement Statement, the Prospectus and Prospectus: the Disclosure Package, (i) each of the Company and each of its the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance in all material respects with all rules, laws and regulations relating to the use, treatment, storage and disposal of toxic substances and protection of health or the environment (“Environmental Law”) which are applicable Environmental Laws to conduct their respective businessesits business; (ii) neither the Company nor any none of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by any notice from any governmental authority or third party of an asserted claim under Environmental Laws, which claim if determined adverse to the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect; (iii) each of the Company or any of the Subsidiaries has received all material permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and is in compliance with all terms and conditions of any such permit, license or approval, except where the absence of such permit, license, approval or compliance would not result in a Material Adverse Effect; (iv) to the Company’s knowledge, no facts currently exist that will require the Company or any of the Subsidiaries to make future material capital expenditures to comply with Environmental Laws; (v) no property which is or has been owned, leased or occupied by the Company or the 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; (vi) none of the Company or the Subsidiaries has been named as a “potentially responsible party” under CERCLA; (vii) there has been no storage, disposal, generation, transportation, handling or treatment of hazardous substances or solid wastes by the Company or any of the Subsidiaries (or to the knowledge of the Company, there are no grounds any of its predecessors or conditions which existSubsidiaries’ predecessors in interest) at, on upon or under from any of the property now or previously owned, operated owned or leased by the Company or any of its the Subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action by the Company or any of the Subsidiaries under any applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which would not result in, or which would not be reasonably likely to result in, singularly or in the aggregate with all such violations and remedial actions, a Material Adverse Effect; and (viii) there has been no spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any solid wastes or hazardous substances due to or caused by the Company, except for any spill, discharge, leak, emission, injection, escape, dumping or release which would not result in or would not be reasonably likely to result in, singularly or in the aggregate will all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms “hazardous substances” and “solid wastes” shall have the meanings specified in any applicable local, state and federal laws or regulations with respect to environmental protection. In the ordinary course of their business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, on in the course of which the Company identifies and evaluates associated costs and liabilities (including, without limitation, any such legal proceeding might be commenced capital or operating expenditures required for clean-up, closure of properties or compliance with any reasonable likelihood of success or with the passage of timeEnvironmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the giving basis of notice such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or bothin the aggregate, would give rise theretohave a Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any subsidiary. (iii) The Company and its subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiaries, on which them under applicable Environmental Laws to conduct their respective businesses and (ii) are in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any subsidiary. (iii) The Company and its subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiaries, on which them under applicable Environmental Laws to conduct their respective businesses and (ii) are in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed set forth in the Registration Statement and or the Prospectus, neither : (i) each of the Company nor any of its and the Material Subsidiaries has been is in compliance in all material violation of, in connection respects with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, provincial, state, municipal, municipal and local or foreign laws, rulesstatutes, regulationsordinances, decisions, by-laws and regulations and orders, policiesdirectives and decisions rendered by any ministry, permits, licenses, certificates department or approvals having force of lawadministrative or regulatory agency, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants foreign (collectively, the “Environmental Laws”). Without limiting ) relating to the generality protection of the foregoing environment, occupational health and except as otherwise described in safety or the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedprocessing, handleduse, usedtreatment, storedstorage, treateddisposal, shipped and disposed of all pollutantsdischarge, contaminants, hazardous transport or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or toxic materialssubstance (the “Hazardous Substances”); (ii) each of the Company and the Material Subsidiaries has obtained all licenses, controlled or dangerous substances or wastes that have occurred or are presently occurring permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses carried on or from its properties as a result proposed to be commenced by the Company and the Material Subsidiaries and each Environmental Permit is valid, subsisting and in good standing and to the knowledge of the Company neither the Company nor the Material Subsidiaries is in default or breach of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its SubsidiariesEnvironmental Permit which would have a Material Adverse Effect, and there are no orders, rulings or directives proceeding is pending or, to the knowledge of the CompanyCompany or the Material Subsidiaries, threatened against threatened, to revoke or limit any Environmental Permit; (iii) neither the Company nor the Material Subsidiaries has used, except in compliance with all Environmental Laws and Environmental Permits, and other than as may be incidental to mineral resource exploration, development, mining, recovery, processing or milling, any of its 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; (iv) neither the Company nor the Material Subsidiaries under (including, if applicable, any predecessor companies) has received any notice of, or pursuant to been prosecuted for an offence alleging, non-compliance with any Environmental Laws Law, and neither the Company nor the Material Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice be made with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progressthe Material Subsidiaries, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by nor has the Company or the Material Subsidiaries received notice of any of its Subsidiariesthe same; and (v) neither the Company nor the Material Subsidiaries has received any notice wherein it is alleged or stated that the Company or the Material Subsidiaries is potentially responsible for a federal, on which provincial, state, municipal or local clean-up site or corrective action under any such legal proceeding might be commenced Environmental Laws. Neither the Company nor the Material Subsidiaries has received any request for information in connection with any reasonable likelihood of success federal, state, municipal or with the passage of time, or the giving of notice or both, would give rise theretolocal inquiries as to disposal sites.

Environmental Laws. Except as otherwise disclosed (i) The Company and its subsidiaries (x) are in the Registration Statement compliance with all, and Prospectushave not violated any, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or and foreign laws, rules, regulations, requirements, decisions, ordersjudgments, policiesdecrees, permits, licenses, certificates or approvals having force of law, domestic or foreign, orders and other legally enforceable requirements relating to environmental, health, pollution or the protection of human health or safety matters (to the extent related to exposure to hazardous or toxic substances), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing ; (y) have received and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to conduct their respective businesses; and (iiz) neither the Company nor any of its Subsidiaries is aware have not received written notice of any unlawful spillsactual or potential liability or obligation under or relating to, releasesor any actual or potential violation of, discharges any Environmental Laws, including for the investigation or disposal remediation of any pollutants, contaminants, disposal or release of hazardous or toxic materials, controlled or dangerous substances or wastes that wastes, pollutants or contaminants, and have occurred or are presently occurring on or from its properties as a result no knowledge of any construction on event or operation and use of its properties, condition that would reasonably be expected to result in any such notice; (iiiii) there are no orders, rulings costs or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any liabilities associated with Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any of its Subsidiaries is such matter as would not, individually or in progressthe aggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect; (iii) except as described in each of the Registration Statement, the General Disclosure Package and the Final Prospectus, (x) the Company and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and to the knowledge (y) none of the CompanyCompany or its subsidiaries anticipates material capital expenditures to achieve compliance with any Environmental Laws, and (iv) there are is no grounds proceeding that is pending, or conditions which existthat is known to be contemplated, on or under any property now or previously owned, operated or leased by against the Company or any of its Subsidiariessubsidiaries under any Environmental Laws in which a governmental entity is also a party, on other than such proceeding regarding which any such legal proceeding might it is reasonably believed no monetary sanctions of $300,000 or more will be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoimposed.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each subsidiary of its Subsidiaries the Company has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any as defined below), except for violations of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any workthat, repairsindividually or in the aggregate, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. There is, and to the knowledge of the Company, there are no grounds pending or conditions which existthreatened civil or criminal litigation, on written notice of violation, formal administrative proceeding, or under investigation, inquiry or information request, relating to any property now or previously owned, operated or leased by Environmental Law involving the Company or any subsidiary of its Subsidiariesthe Company, on which except for litigation, notices of violations, formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any such legal proceeding might be commenced with national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any reasonable likelihood statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of success industrial, toxic or with hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the passage release or threatened release into the environment of timeindustrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the giving protection of notice wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or bothdiscarded barrels, would give rise theretoand other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusOffering Circular, or as otherwise would not, singularly or in the aggregate, have a Material Adverse Effect or otherwise require disclosure in the Offering Circular, (i) neither of the Company Issuers nor any of its the Subsidiaries has been or is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, state or local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, laws and regulations relating to environmentalpollution or protection of human health or the environment, healthincluding, without limitation, laws and regulations relating to emissions, discharges, releases or safety matters threatened releases of toxic or hazardous or toxic substances substances, materials or wastes, pollutants or contaminants petroleum and petroleum products ("Materials of Environmental Concern"), or otherwise relating to the protection of human health and safety, or the use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “"Environmental Laws”"). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handledwhich violation includes, usedbut is not limited to, storednoncompliance with, treatedor lack of, shipped and disposed of all pollutants, contaminants, hazardous any permits or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businessesother environmental authorizations; (ii) there are no circumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the future; (iii) neither of the Company Issuers nor any of its the Subsidiaries is aware of has received any unlawful spillscommunication (written or oral), releaseswhether from a Governmental Authority or otherwise, discharges or disposal of alleging any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiariessuch violation; and (iv) there is no pending or threatened claim, action, investigation, notice with respect to (written or oral) or other Proceeding by any person or entity alleging potential liability of either of the matters referred to in this Section 6(x), including any alleged violations by the Company Issuers or any of the Subsidiaries with respect thereto has been received by (or against any person or entity for whose acts or omissions the Company Issuers or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could may reasonably be expected to be liable, either contractually or by operation of law) for investigatory, cleanup, or other response costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (A) the presence, or release into the environment, of any Materials of Environmental Concern at any location, or (B) circumstances forming the basis of any violation or potential violation, of any Environmental Law (collectively, "Environmental Claims"); and (v) there are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of any Environmental Claim. Each of the Issuers and the Subsidiaries, as appropriate, (i) have conducted a review of the effect of Environmental Laws on the business, operations and properties of each of the Issuers and the Subsidiaries, in the course of which, or as a result of which, the Issuers have identified and evaluated associated costs and liabilities (including, without limitation, any capital or operating expenditures required for cleanup, 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 (ii) have conducted environmental investigations of, and have reviewed reasonably available information regarding, the business, properties and operations of each of the Issuers and the Subsidiaries, and of other properties within the vicinity of their business, properties and operations, as appropriate for the circumstances of each such property and operation; on the basis of such reviews, investigations and inquiries, the Issuers have reasonably concluded that any costs and liabilities associated with such matters would not have, singularly or in the aggregate, a Material Adverse Effect, and to Effect or otherwise require disclosure in the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoOffering Circular.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the Company, there are is no grounds material environmental liability with respect to any solid or conditions which existhazardous waste transporter or treatment, on storage or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any subsidiary. (iii) The Company and its subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiariesthem under applicable Environmental Laws to conduct their respective businesses except to the extent that the failure to have such permits, on which licenses or other approvals would not have a Material Adverse Effect, and (ii) are in compliance, in all material respects, with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company civil or any criminal litigation, written notice of its Subsidiaries under violation, formal administrative proceeding, or pursuant investigation, inquiry or information request, relating to any Environmental Laws requiring any workLaw involving the Company, repairsexcept for litigation, construction notices of violations, formal administrative proceedings or capital expenditures with respect to any properties investigations, inquiries or assets of information requests that, individually or in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”). (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company. (iii) The Company (i) has received all permits, licenses or any other approvals required of it under applicable Environmental Laws to conduct its Subsidiariesbusinesses, on which and (ii) is in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) Except as, individually or in the Company aggregate, have not had and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect, : (x) the Company and each Subsidiary is in compliance and has complied with all applicable Environmental Laws (as defined below); (y) the Company or its applicable Subsidiary is in possession of all Authorizations required pursuant to Environmental Laws to conduct their respective businesses as currently conducted and as described in the Delivered Super 8-K and (z) the Company or its applicable Subsidiary is in material compliance with all terms and conditions of such Authorizations. There is no Action pending or threatened in writing (or to the knowledge of the Company’s knowledge, there are no grounds threatened orally) relating to any violation or conditions which exist, on or under noncompliance with any property now or previously owned, operated or leased by Environmental Law involving the Company or any Subsidiary, except for litigation, notices of its Subsidiariesviolations, on which formal administrative proceedings or investigations, inquiries or information requests that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any such legal proceeding might be commenced with national, state, provincial or local Law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any reasonable likelihood statute, regulation, administrative decision or order pertaining to (A) treatment, storage, disposal, generation and transportation of success Hazardous Substances; (B) air, water and noise pollution; (C) groundwater and soil contamination; (D) the release or with threatened release into the passage environment of timeindustrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (E) the giving protection of notice wild life, marine life and wetlands, including without limitation all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or bothdiscarded barrels, would give rise theretoand other closed receptacles; (G) health and safety of employees and other persons; and (H) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of Hazardous Substances. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

Environmental Laws. (a) The Target Company is, and for the past three (3) years has been, in material compliance with all Environmental Laws and has not received from any Person any (i) Environmental Notices or Environmental Claims, or (ii) written requests for information pursuant to any Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date. (b) The Target Company has obtained and is in material compliance with all Environmental Permits necessary for the ownership, lease, operation or use of the business and assets as conducted by the Target Company as of the Closing Date. (c) Except as otherwise disclosed set forth in Schedule 3.30(c), to the Knowledge of the Owners, there has been no Release of Hazardous Materials by the Target Company or, to the Knowledge of the Owners, at any real property currently operated or leased by the Target Company, and the Target Company has not received an Environmental Notice that any real property currently operated or leased by the Target Company (including soils, groundwater, surface water, buildings and other structures located on any such real property) has been contaminated with any Hazardous Material, in each case which would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Laws or the term of any Environmental Permit by the Target Company. (d) To the Knowledge of the Owners, none of the following exists at any of the Owned Real Property or Leased Real Property: (i) underground storage tanks, (ii) friable asbestos-containing material, (iii) materials or equipment containing polychlorinated biphenyls or per- and polyfluoroalkyl substances and owned by the Target Company, (iv) groundwater monitoring ▇▇▇▇▇, drinking water ▇▇▇▇▇, or production water ▇▇▇▇▇, or (v) landfills, surface impoundments, or disposal areas. (e) The Target Company (i) has not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, manufactured, distributed, released, or exposed any Person to any Hazardous Materials, (ii) does not own or operate any property or facility (including any real property owned, used or leased by the Target Company), nor formerly owned or operated any real property, that is or has been contaminated by any Hazardous Materials, in each case that would give rise to any material liabilities or obligations of the Target Company pursuant to any Environmental Laws, and (iii) has not assumed by contract, consent order or by operation of Law any liability or obligation under any Environmental Law (including any obligation to remediate any release of Hazardous Materials). (f) The Target Company has made available to the Acquirer any and all environmental reports, studies, audits, records, sampling data, site assessments and other similar documents with respect to the business or assets of the Target Company or any real property or other assets of the Target Company which are in the Registration Statement possession or control of or used by Owners or the Target Company. (g) Acquirer acknowledges that some Hazardous Materials are used in the normal course of the Target Company’s business, and Prospectus, neither the Company nor any of its Subsidiaries has that such Hazardous Materials have been in all material violation ofrespects used in compliance with applicable Environmental Laws consistent with the operation of the Business. (h) To the Knowledge of the Owners, in connection with there are no Hazardous Materials in, on, or under any properties owned, leased or used at any time by the Target Company such as could give rise to any material liability or corrective or remedial obligation of the Target Company under any Environmental Laws or that could be reasonably expected to impact adversely the ownership, use, maintenance operation or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware transferability of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its such properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.

Environmental Laws. (a) Except as otherwise disclosed set forth in Section 3.13 of the Company Disclosure Letter or to the extent that the inaccuracy of any of the representations set forth in this Section 3.13, individually or in the Registration Statement aggregate, have not had and Prospectus, neither would not reasonably be expected to have a Material Adverse Effect on the Company: (i) The Company nor any and each of its Subsidiaries is and has for the past five (5) years been in material violation of, in connection compliance with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). . (ii) Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) foregoing, the Company and each of its Subsidiaries has occupied its properties hold all Environmental Permits (each of which is in full force and has receivedeffect) required for any of their current operations and for any property owned, handledleased, usedor otherwise operated by any of them (other than permits held by the owner or sublessor of a property disclosed on the Leased Property Schedule), storedand are, treated, shipped and disposed within the period of all pollutantsapplicable statutes of limitation have been, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable such Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, Permits. (iii) there are no orders, rulings No written Environmental Claim has been received by or directives issued asserted against the Company or any of its Subsidiaries, and there are no orders, rulings Subsidiaries within the past five (5) years or directives is pending or, to the knowledge Knowledge of the Company, threatened against the Company or any of its Subsidiaries. (iv) Neither the Company, its Subsidiaries nor, to the Knowledge of the Company, any other Person, has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, or exposed any Person to, any Hazardous Materials, or owned or operated any property or facility which is or has been contaminated by any Hazardous Materials, in each case so as to give rise to any liability (contingent or otherwise) for the Company or its Subsidiaries under Environmental Laws. (v) Neither the Company nor any of its Subsidiaries has designed, manufactured, sold, marketed, distributed or pursuant repaired any product or item containing asbestos, silica, polychlorinated biphenyls or mercury and to any Environmental Laws requiring any work, repairs, construction or capital expenditures the Knowledge of the Company such entities have no liability with respect to the presence of, or exposure to, any properties asbestos, silica, polychlorinated biphenyls, mercury or assets other Hazardous Materials in any product or item or at, in or upon any property or facility. (vi) Neither this Agreement nor the consummation of the Company transaction that is the subject of this Agreement will result in any obligations for site investigation or cleanup, or notification to or consent of any of its Subsidiaries; and (iv) no notice with respect Governmental Authority or third party, pursuant to any of the matters referred to in this Section 6(x), including any alleged violations by the Company so-called “transaction-triggered” or “responsible property transfer” or any of the Subsidiaries with respect thereto other Environmental Laws. (b) The Company has been received by the Company or any of its Subsidiariesprovided to Parent all material environmental reports, assessments, audits, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or all other material documents relating to Environmental Laws, Hazardous Materials, or environmental, health or safety liabilities, that are in the ownership, use, maintenance possession or operation of under the properties and assets reasonable control of the Company or any of its Subsidiaries is (including (without limitation) copies of existing Phase I or II environmental site assessments or reports in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and its possession relating to the knowledge Real Property). (c) For purposes of this Agreement, the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by terms below shall have the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.following meanings:

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation has knowledge of its properties and assetsany liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is conducting or funding any investigation, and there are no ordersremediation, rulings remedial action or directives pending monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances at any real property currently or, to the knowledge of the Company, threatened against the Company formerly owned, leased or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received operated by the Company or any of its Subsidiariessubsidiaries or has received notice of any such liability for any such release at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and no writ, injunction, order or judgment is outstanding(vi) the Company and its subsidiaries have received and are in compliance with all, and have no legal proceeding liability for any failure to obtain or noncompliance under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) – (vi) such as would not individually or in the aggregate be reasonably expected to have a Material Adverse Effect; (b) to the knowledge of the Company there are no facts or circumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Laws or relating Law that would have a Material Adverse Effect; and (c) to the ownership, use, maintenance or operation of the properties and assets knowledge of the Company there are no requirements proposed for adoption or implementation under any of its Subsidiaries is in progress, pending or threatened, which could Environmental Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and toxic mold, and to the knowledge of the Company(B) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (a)(i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesreal property contaminated with Hazardous Substances, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and there (vi) the Company and its subsidiaries have timely applied for and, where required for current operations, received and are in compliance with all, and have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending orother approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) — (vi) such as would not, individually or in the aggregate, have a Material Adverse Effect; (b) to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any workLaw that would, repairsindividually or in the aggregate, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and ; (c) to the knowledge of the Company, Company there are no grounds requirements proposed for adoption or conditions which existimplementation under any Environmental Law that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (d) in the ordinary course of its business, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company has reasonably concluded that such Environmental Laws will not, individually or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (i)(A) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting , (B) neither the generality Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (D) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to applicable Environmental Laws or Hazardous Substances, and (F) to the knowledge of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) Company, the Company and each of its Subsidiaries has occupied its properties subsidiaries have received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; except in each case covered by clauses (A) — (F) such as would not individually or in the aggregate have a Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; (iii) to any properties or assets the knowledge of the Company there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect; and (iv) except as disclosed in the General Disclosure Package, the Company has reasonably concluded that the effect, including associated costs and to liabilities, of Environmental Laws on the knowledge business, properties, results of operations, products and financial condition of the CompanyCompany and its subsidiaries will not, there are no grounds singly or conditions which existin the aggregate, on or under any property now or previously owned, operated or leased by the Company or any have a Material Adverse Effect. For purposes of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.this

Environmental Laws. Except as otherwise disclosed in the Registration Statement The Company and Prospectusits Subsidiaries, neither the Company nor any of its Subsidiaries has been in material violation ofto their knowledge, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with any and all Environmental Laws (as hereinafter defined), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no ordersin compliance with all terms and conditions of any such permit, rulings license or directives issued against the Company approval, (iv) do not own or operate any real property contaminated with any substance that is in violation of its SubsidiariesEnvironmental Laws, and there (v) are not liable for any off-site disposal or contamination pursuant to any Environmental Laws, where, in each of the foregoing clauses (i), (ii), (iii), (iv) and (v) the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. There is no orderscivil, rulings criminal or directives administrative action, suit, investigation, inquiry or proceeding pending or, to the knowledge of the Company, threatened by or before any court or governmental authority against the Company or Company, any of its Subsidiaries under other than Flotation, or pursuant to the Company’s knowledge Flotation, relating to or arising from the Company’s or any Subsidiary’s non-compliance with any Environmental Laws requiring any workLaws, repairs, construction or capital expenditures with respect to any properties or assets of and the Company or any has not received written notice of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by of Environmental Laws. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the Company environment (including, without limitation, ambient air, surface water, groundwater, land surface or any subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the Subsidiaries with respect thereto has been received by the Company environment, or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or otherwise relating to the ownershipmanufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of the properties and assets of the Company Hazardous Materials, as well as all authorizations, codes, decrees, demands or any of its Subsidiaries is in progressdemand letters, pending injunctions, judgments, licenses, notices or threatenednotice letters, which could reasonably be expected to have a Material Adverse Effectorders, and to the knowledge of the Companypermits, there are no grounds plans or conditions which existregulations issued, on entered, promulgated or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoapproved thereunder.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and the Final Prospectus, (i)(A) the Company and its subsidiaries are and have operated their business in compliance with all applicable federal, state, local or non-U.S. statutes, laws, rules, regulations, ordinances, codes, other requirements or rules of law (including common law), or binding decisions or orders of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources, to health and safety as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (B) to the knowledge of the Company, neither the Company nor any of its Subsidiaries subsidiaries owns, occupies, operates or uses any real property in, from, about, under or on which a release of Hazardous Substances has been in material violation ofoccurred, in connection with (C) neither the ownership, use, maintenance or operation Company nor any of its properties and assetssubsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances contamination in the environment, (D) to the knowledge of the Company, neither the Company nor any of its subsidiaries is liable or allegedly liable under any applicable federalEnvironmental Laws for any release or threatened release of Hazardous Substances, stateincluding at any off-site treatment, municipalstorage or disposal site, local (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or foreign lawsgovernmental body or person relating to any applicable Environmental Laws or Hazardous Substances, rules, regulations, decisions, orders, policies, and (F) the Company and its subsidiaries have received and are in compliance with all permits, licenses, certificates authorizations, identification numbers or other approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all required under applicable Environmental Laws to conduct their respective businesses; , except in each case covered by clauses (iiA) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties — (F) such as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, and ; (ii) to the knowledge of the Company, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) in the ordinary course of its business, the Company periodically evaluates the potential effect of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws are not expected to, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (i) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos- containing materials and polychlorinated biphenyls, and (ii) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoapplicable Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement (a) The Company and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all applicable Environmental Laws to conduct their respective businesses; (iias defined below) neither (which compliance includes, without limitation, the possession by the Company nor and its Subsidiaries of all permits and other governmental authorizations required under applicable Environmental Laws, and compliance with the terms and conditions thereof), except where failure to be in compliance, either individually or in the aggregate, would not have a Company Material Adverse Effect. (b) There is no Environmental Claim (as defined below) pending or, to the Company's knowledge, threatened against the Company or any of the Subsidiaries or, to the Company's knowledge, against any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries is aware has or may have retained or assumed either contractually or by operation of law which Environmental Claim would have, either individually or in the aggregate, a Company Material Adverse Effect. (c) There are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release or presence of any unlawful spillsHazardous Material, releases, discharges or disposal which have formed the basis of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued Environmental Claim against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company's knowledge, threatened against any person or entity whose liability for any Environmental Claim the Company or any of its Subsidiaries under has or pursuant to any Environmental Laws requiring any work, repairs, construction may have retained or capital expenditures with respect to any properties assumed either contractually or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatenedlaw, which could reasonably be expected to have Environmental Claim would have, either individually or in the aggregate, a Company Material Adverse Effect. (d) The Company and its Subsidiaries have not, and to the knowledge Company's knowledge, no other person has, placed, stored, deposited, discharged, buried, dumped or disposed of the CompanyHazardous Materials or any other wastes produced by, there are no grounds or conditions which existresulting from, on any business, commercial or under industrial activities, operations or processes, on, beneath or adjacent to any property now currently or previously formerly owned, operated or leased by the Company or any of its Subsidiaries, on which any except (x) for inventories of such legal proceeding might substances to be commenced with any reasonable likelihood used, and wastes generated therefrom, in the ordinary course of success or with business of the passage of timeCompany and its Subsidiaries, or (y) which would not, either individually or in the giving aggregate, have a Company Material Adverse Effect. (e) Without in any way limiting the generality of the foregoing, none of the properties owned, operated or leased by the Company or any of its Subsidiaries contain any: underground storage tanks; asbestos; polychlorinated biphenyls ("PCBs"); underground injection ▇▇▇▇▇; radioactive materials; or septic tanks or waste disposal pits in which process wastewater or any Hazardous Materials have been discharged or disposed the existence of which, individually or in the aggregate, could reasonably be expected to have a Company Material Adverse Effect. (f) The Company has made available to Parent for review copies of all environmental reports or studies in its possession prepared since January 1, 1994. (g) For purposes of this Agreement, (i) "Environmental Laws" means all federal, state, local and foreign laws and regulations relating to pollution or protection of human health or the environment, including, without limitation, laws relating to releases or threatened releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, disposal, transport or handling of Hazardous Materials and all laws and regulations with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials; (ii) "Environmental Claim" means any claim, action, cause of action, investigation or written notice by any person or bothentity alleging potential liability (including, would give rise thereto.without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) the presence, or release, of any

Environmental Laws. Except as otherwise disclosed in the Registration Statement The Company and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iA) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (iiC) neither the Company nor any of its Subsidiaries is aware are in compliance with all terms and conditions of any unlawful spillssuch permit, releaseslicense or approval where, discharges in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or disposal in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all local or foreign laws relating to pollution or protection of any human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, hazardous or toxic materials, controlled or dangerous hazardous substances or wastes that have occurred (collectively, “Hazardous Materials”) into the environment, or are presently occurring on otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or from its properties handling of Hazardous Materials, as a result of any construction on well as all authorizations, codes, decrees, demands or operation and use of its propertiesdemand letters, (iii) there are no injunctions, judgments, licenses, notices or notice letters, orders, rulings permits, plans or directives issued against the Company regulations issued, entered, promulgated or approved thereunder. No Hazardous Materials (A) have been disposed of or otherwise released from any Real Property of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to in violation of any Environmental Laws requiring Laws; or (B) are present on, over, beneath, in or upon any workReal Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, repairs, construction or capital expenditures with respect to any properties or assets which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by . Neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progressknows of any other person who or entity which has stored, pending treated, recycled, disposed of or threatenedotherwise located on any Real Property any Hazardous Materials, which could reasonably be expected to have a Material Adverse Effectincluding, without limitation, such substances as asbestos and to the knowledge polychlorinated biphenyls. None of the Company, there Real Properties are no grounds or conditions which exist, on or under subject to any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoenvironmental-related Liens.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (i)(A) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting , (B) neither the generality Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (C) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (D) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (E) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to applicable Environmental Laws or Hazardous Substances, and (F) to the knowledge of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) Company, the Company and each of its Subsidiaries has occupied its properties subsidiaries have received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; except in each case covered by clauses (A) — (F) such as would not individually or in the aggregate have a Material Adverse Effect; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; (iii) to any properties or assets the knowledge of the Company there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect; and (iv) except as disclosed in the General Disclosure Package, the Company has reasonably concluded that the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations, products and financial condition of the Company and its subsidiaries will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (1) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and to the knowledge of the Company(2) any other chemical, there are no grounds material or conditions which existsubstance defined or regulated as toxic or hazardous or as a pollutant, on contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoapplicable Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, or as is not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: A. each of the Company and its subsidiaries is in compliance with all applicable laws relating to pollution or the discharge of materials into the environment, including common law standards of conduct relating to damage to property or injury to persons caused by such materials (“Environmental Laws”), each of the Company and its subsidiaries currently holds all governmental authorizations required under Environmental Laws in order to conduct their businesses as described in the Prospectus, and neither the Company nor any of its Subsidiaries subsidiaries has been in material violation ofany basis to expect that any such governmental authorization will be modified, in connection with the ownership, use, maintenance suspended or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthrevoked, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described cannot be renewed in the Registration Statement and Prospectus: (i) ordinary course of business; B. there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Company and each of its Subsidiaries has occupied its properties and has receivedrelease, handledthreatened release, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation material (including radiation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(xnoise), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have form the basis of any claim (whether by a Material Adverse Effectgovernmental authority or other person or entity) under Environmental Laws for cleanup costs, and to the knowledge damages, penalties, fines, or otherwise, against any of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or its subsidiaries, or against any person or entity whose liability for such claim may have been retained by any of the Company or its Subsidiariessubsidiaries, on which whether by contract or law; and C. the Company and its subsidiaries have made available to the Underwriter or counsel for the Underwriter all material studies, reports, assessments, audits and other information in their possession or control relating to any such legal proceeding might be commenced with pollution or release, threatened release or disposal of materials regulated under Environmental Laws on, at, under, from or transported from any reasonable likelihood of success their currently or with the passage of timeformerly owned, leased or the giving of notice or bothoperated properties, would give rise theretoincluding, without limitation, all information relating to underground storage tanks and asbestos containing materials.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries Subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other Persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any Subsidiary. (iii) The Company and its Subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiaries, on which them under applicable Environmental Laws to conduct their respective businesses and (ii) are in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and Prospectusthe Final Offering Memorandum, (a)(i) neither the Company nor any of its Subsidiaries has been the Guarantors is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsdoes not have any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described ) that would, individually or in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedaggregate, handledhave a Material Adverse Effect, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against neither the Company nor the Guarantors own, occupy, operate or use any real property contaminated with Hazardous Substances, (iii) neither the Company nor the Guarantors is conducting or funding any investigation, remediation, remedial action or monitoring of its Subsidiaries under actual or pursuant suspected Hazardous Substances in the environment, (iv) to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets the knowledge of the Company or any Guarantor, neither the Company nor the Guarantors is liable or allegedly liable for any release or threatened release of its Subsidiaries; and Hazardous Substances, including at any off-site treatment, storage or disposal site, (ivv) no notice with respect neither the Company nor the Guarantors is subject to any of pending, or to the matters referred to in this Section 6(x)Company’s knowledge threatened, including claim by any alleged violations by the Company governmental agency or any of the Subsidiaries with respect thereto has been received by the Company governmental body or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding person arising under or pursuant to any Environmental Laws or relating to the ownershipHazardous Substances, use, maintenance or operation of the properties and assets of (vi) the Company and the Guarantors have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or any of its Subsidiaries is other approvals required under applicable Environmental Laws to conduct their business, except in progresseach case covered by clauses (i) – (vi) such as would not, pending individually or threatenedin the aggregate, which could reasonably be expected to have result in a Material Adverse Effect, and ; (b) to the knowledge of the CompanyCompany and the Guarantors, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would result in a Material Adverse Effect; and (c) in the ordinary course of its business, the Company and the Guarantors periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Company, and, on or under any property now or previously ownedthe basis of such evaluation, operated or leased by the Company and the Guarantors have reasonably concluded that such Environmental Laws will not, individually or in the aggregate, result in a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any of its Subsidiariesother chemical, on which any such legal proceeding might be commenced with any reasonable likelihood of success material or with the passage of timesubstance defined or regulated as toxic or hazardous or as a pollutant, contaminant or the giving of notice or both, would give rise theretowaste under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company civil or any criminal litigation, written notice of its Subsidiaries under violation, formal administrative proceeding, or pursuant investigation, inquiry or information request, relating to any Environmental Laws requiring any workLaw involving the Company, repairsexcept for litigation, construction notices of violations, formal administrative proceedings or capital expenditures with respect to any properties investigations, inquiries or assets of information requests that, individually or in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, "Environmental Law" means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms "release" and "environment" shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"). (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company. (iii) The Company (i) has received all permits, licenses or any other approvals required of it under applicable Environmental Laws to conduct its Subsidiaries, on which businesses and (ii) is in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectusset forth on Schedule 2.24, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (ia) the Company is and each of its Subsidiaries at all times has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes been in compliance with all applicable Environmental Laws to conduct their respective businessesLaws; (iib) neither the Company nor any of its Subsidiaries is aware not the subject of any unlawful spillswritten decree, releasesorder, discharges complaint, notice, citation or disposal other communication relating to any actual, alleged, or potential violation of or failure to comply with any pollutantsEnvironmental Law, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against nor is the Company subject to any actual, or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company’s Knowledge, threatened against the Company or any of its Subsidiaries potential Liability under or pursuant to any Environmental Laws requiring Law; (c) there are no pending or, to the Company’s Knowledge, threatened claims or encumbrances resulting from any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding Liability arising under or pursuant to any Environmental Laws Law, with respect to or relating affecting any Real Property Leases or any asset or property currently or previously owned, leased or otherwise used by the Company; (d) there has been no release or, to the ownershipCompany’s Knowledge, usethreatened release of any pollutant, maintenance contaminant or operation of toxic or hazardous material, Hazardous Substance or waste or petroleum or any fraction thereof, on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the properties and assets of Company; (e) the Company has not treated, stored, recycled or disposed of any Hazardous Substances on any property that is the subject of a Real Property Lease or any of its Subsidiaries is real property currently or formerly owned, used or leased by the Company in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effectmanner not in compliance with the Environmental Laws, and to the knowledge Company’s Knowledge, no other Person has treated, stored, recycled or disposed of any Hazardous Substance on any part of any property that is the subject of a Real Property Lease or any real property owned, used or leased by the Company; (f) the Company has not released, and to the Company’s Knowledge, there are has been no grounds or conditions which existrelease by any other Person of, any Hazardous Substance in violation of Environmental Laws at, on or under any property now that is the subject of a Real Property Lease or previously any real property owned, operated used or leased by the Company; (g) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of its Subsidiaries, on which hazardous or toxic waste sites published by any such legal proceeding might be commenced Governmental Authority; (h) the Company has not entered into any Contract with any reasonable likelihood Person regarding any Environmental Law, remedial action or other environmental Liability or expense; (i) there are no underground storage tanks or landfills, surface impoundments or disposal areas located on, no PCBs or PCBs-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on any site owned or operated by the Company, except for the storage of success hazardous waste in compliance with Environmental Laws. The Company has made available to Purchaser true and complete copies of all material environmental records, analyses, tests, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or with the passage of time, or the giving of notice or both, would give rise theretoassessments.

Environmental Laws. Except as otherwise disclosed described in SEC Documents, (A) with respect to the Registration Statement ownership and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties the Partnership’s properties, the Partnership is in compliance with any and assets, any all applicable federal, state, municipal, local or foreign statutes, laws, rules, regulations, decisionsordinances, codes, policies or rules of common law or any judicial or administrative interpretations thereof, including, without limitation, any judicial or administrative orders, policiesconsents, permits, licenses, certificates decrees or approvals having force of law, domestic or foreignjudgments, relating to environmentalpollution or the protection of human health and safety (to the extent such health and safety protection relates to exposure to Hazardous Materials, healthas defined below), natural resources, wildlife or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws and regulations imposing liability or standards of conduct concerning any pollutants or contaminants, hazardous, dangerous or toxic chemicals, materials, wastes or substances, any petroleum or petroleum products, or safety matters any polychlorinated biphenyls or hazardous radioactive materials (collectively, “Hazardous Materials”) or toxic substances to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, arrangement for disposal or wastestransport, pollutants release, threatened release or contaminants handling of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”). Without limiting , (B) with respect to the generality ownership and operation of the foregoing Partnership’s properties, the Partnership and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties have all permits, authorizations and has received, handled, used, stored, treated, shipped other approvals required for the operation of their business under any applicable Environmental Laws and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are each in compliance with all applicable terms and conditions of any such permits, authorizations and other approvals, (C) with respect to the ownership and operation of the Partnership’s properties, the Partnership and its Subsidiaries have not received notice of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of liability, noncompliance or violation, investigation or proceedings relating to any Environmental Laws to conduct their respective businesses; (ii) neither the Company nor Law against any of its Subsidiaries is aware of any unlawful spills, releases, discharges the Partnership or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders(D) with respect to the ownership and operation of the Partnership’s properties, rulings the Partnership and its Subsidiaries do not have any liability in connection with the release or directives pending orthreatened release of any Hazardous Materials and, to the knowledge of the CompanyPartnership, threatened there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against the Company Partnership or any of its Subsidiaries under or pursuant relating to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatenedLaws, which could noncompliance or liability in the case of this clause (D) would reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise thereto.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither Neither the Company nor any of its Subsidiaries has been is in material violation ofof any applicable international, in connection with national, state or local convention, law, regulation, order, governmental license, convention, treaty (including those promulgated by the ownershipInternational Maritime Organization) or other requirement relating to pollution or protection of human health or safety (as they relate to exposure to Materials of Environmental Concern (as defined below)) or protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or protection of natural resources, including without limitation, conventions, laws or regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum, petroleum products or other hydrocarbons (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force Materials of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Environmental Concern (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries , nor has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any Subsidiary received any written communication, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that the Company or any such Subsidiary is in violation of its Subsidiariesany Environmental Law or governmental license required pursuant to Environmental Law; except, in each case, as would not, individually or in the aggregate, have a Material Adverse Effect; (b) there is no claim, action or cause of action filed with a court or Governmental Authority and there are no ordersinvestigation, rulings or directives other action with respect to which the Company or any Subsidiary has received written notice alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any Subsidiary, now or in the past, or from any vessel owned, leased or operated by the Company or any Subsidiary, now or in the past (collectively, “Environmental Claim”), pending or, to the knowledge of the Company, threatened against the Company or any Subsidiary or any person or entity whose liability for any Environmental Claim the Company or any Subsidiary has retained or assumed either contractually or by operation of its Subsidiaries under law, except as would not, individually or in the aggregate, have a Material Adverse Effect; (c) to the knowledge of the Company, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably would be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of an Environmental Claim against the Company, any Subsidiary or against any person or entity whose liability for any Environmental Laws requiring Claim the Company or any workSubsidiary has retained or assumed either contractually or by operation of law, repairsexcept as would not, construction individually or capital expenditures with respect to any properties in the aggregate, have a Material Adverse Effect (for the avoidance of doubt, the operation of vessels in the ordinary course of business shall not be deemed, by itself, an action, activity, circumstance or assets condition set forth in this clause (c)); and (d) none of the Company or any of its Subsidiaries; and (iv) no notice with respect Subsidiary is subject to any of the matters referred pending proceeding under Environmental Law to in this Section 6(x), including any alleged violations by which a Governmental Authority is a party and which the Company reasonably believes is likely to result in monetary sanctions of US$100,000 or more. The Company has reasonably concluded that any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, existing compliance and no writ, injunction, order or judgment is outstanding, remediation costs and no legal proceeding liabilities arising under or pursuant to any Environmental Laws and resulting from the business, operations or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is Subsidiary would not, individually or in progressthe aggregate, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Prospectus and the Prospectus Supplement. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorizations, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the knowledge of Company’s attention that could result in costs or liabilities that could be expected, individually or in the Companyaggregate, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoto have a Material Adverse Effect.

Environmental Laws. Except as otherwise disclosed described in the Registration Statement and Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Effect (i) neither the Company nor any Subsidiaries is in violation of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates law or approvals having force of law, domestic or foreign, regulation relating to environmentalpollution or protection of human health or the environment (including, healthwithout limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or safety matters otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or hazardous or toxic substances or wastes, pollutants or contaminants handling of Materials of Environmental Concern (collectively, “Environmental Laws”). Without limiting , which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the generality operation of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) business of the Company and each of its or the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all under applicable Environmental Laws to conduct their respective businesses; (ii) neither Laws, or noncompliance with the terms and conditions thereof, nor has the Company nor or any Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Subsidiaries is aware in violation of any unlawful spillsEnvironmental Law; (ii) there is no claim, releasesaction or cause of action filed with a court or governmental authority, discharges no investigation with respect to which the Company has received written notice, and no written notice by any person or disposal entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any pollutantsMaterial of Environmental Concern at any location owned, contaminants, hazardous leased or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against operated by the Company or any of its Subsidiaries, and there are no ordersnow or in the past (collectively, rulings or directives “Environmental Claims”), pending or, to the knowledge of the Company’s knowledge, threatened against the Company or any of its Subsidiaries under or pursuant to any person or entity whose liability for any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of Claim the Company or any of its Subsidiaries is in progress, pending has retained or threatened, which could reasonably be expected to have a Material Adverse Effect, assumed either contractually or by operation of law; and (iii) to the knowledge of the Company’s knowledge, there are no grounds present actions, activities, circumstances, conditions, events or conditions which existincidents, on including, without limitation, the release, emission, discharge, presence or under disposal of any property now Material of Environmental Concern, that reasonably could result in a violation of any Environmental Law or previously owned, operated or leased by form the basis of a potential Environmental Claim against the Company or any of its Subsidiaries, on which Subsidiaries or against any such legal proceeding might be commenced with person or entity whose liability for any reasonable likelihood Environmental Claim the Company or any of success its Subsidiaries has retained or with the passage assumed either contractually or by operation of time, or the giving of notice or both, would give rise theretolaw.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and ProspectusFinal Offering Circular, neither including by way of incorporation by reference to Parsley’s filings with the Company nor Commission, (a)(i) none of the Issuers, the Guarantors, or any of its Subsidiaries has been their respective subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsdoes not have any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (as defined below), to the protection or restoration of the environment or natural resources, to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described ) that would, individually or in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedaggregate, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and (ii) to the knowledge of the CompanyIssuers and the Guarantors, none of the Issuers, the Guarantors, or any of their respective subsidiaries own, occupy, operate or use any real property contaminated with Hazardous Substances, (iii) none of the Issuers, the Guarantors, or any of their respective subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) to the knowledge of the Issuers and the Guarantors, none of the Issuers, the Guarantors, or any of their respective subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off site storage, treatment, or disposal site, (v) none of the Issuers, the Guarantors, or any of their respective subsidiaries is subject to any pending, or to the knowledge of any of the Issuers, the Guarantors, or any of their respective subsidiaries, threatened, claim by any governmental agency or governmental body or person arising under Environmental Laws or relating to the release of or exposure to Hazardous Substances, and (vi) the Issuers, the Guarantors, and their respective subsidiaries have received, are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their business, except in each case covered by clauses (i) – (vi) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; (b) to the knowledge of the Issuers, the Guarantors, and their respective subsidiaries there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, liability under, or claim pursuant to any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (c) in the ordinary course of its business, each of the Issuers, the Guarantors, and their respective subsidiaries periodically evaluate the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of the Issuers, the Guarantors, and their respective subsidiaries, and, on the basis of such evaluation, the Issuers, the Guarantors, and their respective subsidiaries have reasonably concluded that such Environmental Laws are not, individually or in the aggregate, reasonably expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, and polychlorinated biphenyls, and (B) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed stated in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing Prospectus and except such violations or other matters as otherwise described in this paragraph as would not, singly or in the Registration Statement and Prospectus: aggregate, result in a Material Adverse Effect, (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (iiA) neither the Company nor any of its Subsidiaries subsidiaries is aware in violation of any unlawful spillsfederal, releasesstate, discharges local or disposal foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law and 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 toxic petroleum products, asbestos, PCBs, radioactive materials, controlled or dangerous substances infectious, carcinogenic or wastes that have occurred mutagenic materials (collectively, "Hazardous Materials") or are presently occurring on to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or from its properties as a result handling of any construction on or operation and use of its propertiesHazardous Materials (collectively, "Environmental Laws"), (iiiB) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no orderspending or, rulings to the Company's knowledge, threatened administrative, regulatory or directives issued judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the Company's knowledge, investigations relating to any Environmental Law against the Company or any of its Subsidiariessubsidiaries, and (D) there are no ordersevents or circumstances that might reasonably be expected to form the basis of an order for clean-up or remediation, rulings or directives pending oran action, to the knowledge of the Companysuit or proceeding by any private party or governmental body or agency, threatened against or affecting the Company or any of its Subsidiaries under or pursuant subsidiaries relating to any Environmental Laws requiring any work, repairs, construction Hazardous Materials or capital expenditures with respect to any properties or assets the violation of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaws.

Environmental Laws. Except as otherwise disclosed set forth in the Registration Statement and Prospectus, neither or the Prospectuses: (i) each of the Company nor any of its and the Material Subsidiaries has been is in compliance in all material violation of, in connection respects with the ownership, use, maintenance or operation of its properties and assets, any all applicable federal, provincial, state, municipal, municipal and local or foreign laws, rulesstatutes, regulationsordinances, decisions, by-laws and regulations and orders, policiesdirectives and decisions rendered by any ministry, permits, licenses, certificates department or approvals having force of lawadministrative or regulatory agency, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants foreign (collectively, the “Environmental Laws”). Without limiting ) relating to the generality protection of the foregoing environment, occupational health and except as otherwise described in safety or the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has receivedprocessing, handleduse, usedtreatment, storedstorage, treateddisposal, shipped and disposed of all pollutantsdischarge, contaminants, hazardous transport or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or toxic materialssubstance (the “Hazardous Substances”); (ii) each of the Company and the Material Subsidiaries has obtained all licenses, controlled or dangerous substances or wastes that have occurred or are presently occurring permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the “Environmental Permits”) necessary as at the date hereof for the operation of the businesses carried on or from its properties as a result proposed to be commenced by the Company and the Material Subsidiaries and each Environmental Permit is valid, subsisting and in good standing and to the knowledge of the Company neither the Company nor the Material Subsidiaries is in default or breach of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its SubsidiariesEnvironmental Permit which would have a Material Adverse Effect, and there are no orders, rulings or directives proceeding is pending or, to the knowledge of the CompanyCompany or the Material Subsidiaries, threatened against threatened, to revoke or limit any Environmental Permit; (iii) neither the Company nor the Material Subsidiaries has used, except in compliance with all Environmental Laws and Environmental Permits, and other than as may be incidental to mineral resource exploration, development, mining, recovery, processing or milling, any of its 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; (iv) neither the Company nor the Material Subsidiaries under (including, if applicable, any predecessor companies) has received any notice of, or pursuant to been prosecuted for an offence alleging, non-compliance with any Environmental Laws Law, and neither the Company nor the Material Subsidiaries (including, if applicable, any predecessor companies) has settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice be made with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progressthe Material Subsidiaries, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by nor has the Company or the Material Subsidiaries received notice of any of its Subsidiariesthe same; and (v) neither the Company nor the Material Subsidiaries has received any notice wherein it is alleged or stated that the Company or the Material Subsidiaries is potentially responsible for a federal, on which provincial, state, municipal or local clean-up site or corrective action under any such legal proceeding might be commenced Environmental Laws. Neither the Company nor the Material Subsidiaries has received any request for information in connection with any reasonable likelihood of success federal, state, municipal or with the passage of time, or the giving of notice or both, would give rise theretolocal inquiries as to disposal sites.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, or as is not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: A. each of the Company and its subsidiaries is in compliance with all applicable laws relating to pollution or the discharge of materials into the environment, including common law standards of conduct relating to damage to property or injury to persons caused by such materials ("Environmental Laws"), each of the Company and its subsidiaries currently holds all governmental authorizations required under Environmental Laws in order to conduct their businesses as described in the Prospectus, and neither the Company nor any of its Subsidiaries subsidiaries has been in material violation ofany basis to expect that any such governmental authorization will be modified, in connection with the ownership, use, maintenance suspended or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthrevoked, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described cannot be renewed in the Registration Statement and Prospectus: (i) ordinary course of business; B. there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Company and each of its Subsidiaries has occupied its properties and has receivedrelease, handledthreatened release, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation material (including radiation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(xnoise), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have form the basis of any claim (whether by a Material Adverse Effectgovernmental authority or other person or entity) under Environmental Laws for cleanup costs, and to the knowledge damages, penalties, fines, or otherwise, against any of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or its subsidiaries, or against any person or entity whose liability for such claim may have been retained by any of the Company or its Subsidiariessubsidiaries, on which whether by contract or law; and C. the Company and its subsidiaries have made available to the Representatives or counsel for the Underwriters all material studies, reports, assessments, audits and other information in their possession or control relating to any such legal proceeding might be commenced with pollution or release, threatened release or disposal of materials regulated under Environmental Laws on, at, under, from or transported from any reasonable likelihood of success their currently or with the passage of timeformerly owned, leased or the giving of notice or bothoperated properties, would give rise theretoincluding, without limitation, all information relating to underground storage tanks and asbestos containing materials.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries Subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (A) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (B) air, water and noise pollution; (C) groundwater and soil contamination; (D) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (E) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (F) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (G) health and safety of employees and other Persons; and (H) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the Company, there are is no grounds material environmental liability with respect to any solid or conditions which existhazardous waste transporter or treatment, on storage or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any Subsidiary. (iii) The Company and its Subsidiaries (A) have received all permits, licenses or other approvals required of its Subsidiaries, on which them under applicable Environmental Laws to conduct their respective businesses and (B) are in compliance with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. Except as otherwise to the extent disclosed in the Registration Statement Schedule “E” attached hereto: (i) each Obligor and Prospectusits business, neither the Company nor any of its Subsidiaries has been in material violation ofoperations, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federalequipment, stateproperty, municipalleaseholds and other facilities is in compliance in all material respects with all Requirements of Environmental Law, local or foreign laws, rules, regulations, decisions, orders, policies, specifically including all Requirements of Environmental Law concerning the storage and handling of Hazardous Materials; (ii) each Obligor holds all material permits, licenses, certificates or and approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described from Governmental Authorities which are required in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance connection with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releasesair emissions, discharges to surface or groundwater, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result Hazardous Materials and all other Requirements of any construction on or operation and use of its properties, Environmental Law; (iii) there are has been no ordersmaterial emission, rulings spill, release, or directives issued against discharge into or upon the Company air, soils (or any improvements located thereon), surface water or groundwater or the sewer, septic system or waste treatment, storage or disposal system servicing any premises, of its Subsidiaries, and there are no orders, rulings any Hazardous Materials at or directives pending or, to the knowledge from any of the Company, threatened against the Company properties owned or leased by any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and Obligors; (iv) no material written complaint, order, directive, claim, citation, or notice from any Governmental Authority or any other Person has been received by any Obligor with respect to any of the matters referred to in this Section 6(x), including any alleged violations properties owned or leased by the Company or any of the Subsidiaries with Obligors in respect thereto has been received by of air emissions, spills, releases, or discharges to soils or improvements located thereon, surface water, groundwater or the Company sewer, septic system or waste treatment, storage or disposal systems servicing any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets owned or leased by any of the Company Obligors, noise emissions, solid or liquid waste disposal, the use, generation, storage, transportation, or disposal of Hazardous Materials or other Requirements of Environmental Law affecting any of its Subsidiaries is in progress, pending the properties owned or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge leased by any of the Company, Obligors; (v) there are no grounds material legal or conditions which existadministrative proceedings, investigations or claims now pending, or to the Borrower's knowledge, threatened in writing, with respect to the presence on or under under, or the discharge, emission, spill, radiation or disposal into or upon any property now or previously owned, operated of the properties owned or leased by any of the Company Obligors, the atmosphere, or any watercourse or body of its Subsidiarieswater, on which of any Hazardous Material; nor are there any material matters under discussion between any Obligor and any Governmental Authority relating thereto; and there is no factual basis for any such legal proceeding might be commenced proceedings, investigations or claims; and (vi) the Obligors have no material indebtedness, obligation or liability, absolute or contingent, matured or not matured, with respect to the storage, treatment, cleanup or disposal of any reasonable likelihood of success or with the passage of timeHazardous Materials, including without limitation any such indebtedness, obligation, or the giving liability under any Requirements of notice Environmental Law regarding such storage, treatment, cleanup or both, would give rise theretodisposal.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusGeneral Disclosure Package, (A)(1) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability or cost under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting , (2) neither the generality Company nor any of its subsidiaries owns, occupies, operates or leases any real property contaminated with Hazardous Substances, (3) neither the foregoing and except as otherwise described Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the Registration Statement environment, (4) neither the Company nor any of its subsidiaries is liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (5) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and Prospectus: (i6) the Company and each of its Subsidiaries has occupied its properties subsidiaries have received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; , except in each case covered by clauses (ii1) neither through (6) such as would not individually or in the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to aggregate have a Material Adverse Effect, and ; (B) to the knowledge of the Company, there are no grounds facts or conditions which existcircumstances that would reasonably be expected to result in a violation of, on liability under, or under any property now claim pursuant to, or previously owned, operated to interfere with or leased prevent compliance by the Company or its subsidiaries with, any Environmental Law that would have a Material Adverse Effect; (C) to the knowledge of the Company there are no requirements proposed for adoption or implementation under any Environmental Law that would reasonably be expected to have a Material Adverse Effect; and (D) in the ordinary course of its Subsidiariesbusiness, the Company periodically evaluates the effect, including associated costs and liabilities, of Environmental Laws on the business, properties, results of operations and financial condition of it and its subsidiaries, and, on which the basis of such evaluation, the Company has reasonably concluded that such Environmental Laws will not, singly or in the aggregate, have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (x) petroleum and petroleum products, by-products or petroleum derivatives, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and toxic mold, and (y) any such legal proceeding might be commenced with any reasonable likelihood of success other chemical, material or with the passage of time, substance prohibited or the giving of notice or both, would give rise theretoregulated under Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, (i)(A) neither the Company nor any of its Subsidiaries subsidiaries has been or is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, ruleslaw (including common law), regulationsrule, decisionsregulation, ordersordinance, policiescode or other legally enforceable requirement, permitsor decision or order of any governmental agency, licenses, certificates governmental body or approvals having force of law, domestic or foreigncourt, relating to environmentalpollution, healthHazardous Substances, the protection or restoration of the environment or natural resources, and health and safety matters or hazardous or toxic substances or wastes, pollutants or contaminants including with respect to exposure to Hazardous Substances (collectively, “Environmental Laws”). Without limiting , (B) neither the generality Company nor any of the foregoing and except as otherwise described in the Registration Statement and Prospectus: its subsidiaries owns, occupies, leases, operates or uses any real property contaminated with Hazardous Substances, (iC) the Company and each of its Subsidiaries has occupied its properties subsidiaries have received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all all, and have no lability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iiiD) there are no orderscosts, rulings obligations or directives issued against liabilities of or relating to the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any subsidiaries associated with Environmental Laws requiring any workor Hazardous Substances, repairs, construction or capital expenditures including with respect to any properties investigation, remediation, remedial action or assets monitoring, or off-site treatment, storage or disposal, of the Company or any of its Subsidiaries; and Hazardous Substances, (ivE) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds requirements proposed for adoption or conditions which exist, on or implementation under any property now Environmental Law, and (F) neither the Company or previously ownedany subsidiary has received notice of any actual or potential violation, operated liability or leased by obligation, and there are no pending or to the Company’s knowledge, threatened complaint, action, suit, proceeding, investigation or claim, under or relating to Environmental Laws or Hazardous Substances, except in the case of each of (A)-(F), for any such matter as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (ii) (x) there are no proceedings pending, or to the knowledge of the Company, contemplated, against the Company or any of its Subsidiariessubsidiaries under Environmental Laws in which a government authority is a party, on other than such proceedings regarding which it is reasonably believed no monetary sanctions will be imposed, (y) the Company is not aware of any such legal proceeding might be commenced with any reasonable likelihood of success facts or with the passage of timeissues regarding compliance with, or liabilities or obligations under, Environmental Laws that could reasonably be expected to have a material effect on the giving capital expenditures, earnings or competitive position of notice the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates any material capital expenditures relating to any Environmental Laws. For purposes of this subsection “Hazardous Substances” means petroleum and petroleum products, by-products or bothbreakdown products, would give rise theretoradioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and any other pollutant, chemical, contaminant, waste, or hazardous or toxic material or substance.

Environmental Laws. Except as otherwise disclosed in the Registration Statement (i) The Company and Prospectusits subsidiaries (x) are, neither the Company nor any of its Subsidiaries has been in material violation ofand at all prior times were, in connection compliance with the ownership, use, maintenance or operation of its properties any and assets, any all applicable federal, state, municipal, local or and foreign laws, rules, regulations, decisionsrequirements, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, decisions and orders relating to environmentalthe protection of human health or safety, healththe environment, or safety matters or natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing , (y) have received and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes 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 (iiz) neither the Company nor any of its Subsidiaries is aware have not received notice of any unlawful spillsactual or potential liability under or relating to any Environmental Laws, releases, discharges including for the investigation or disposal remediation of any pollutants, contaminants, disposal or release of hazardous or toxic materials, controlled or dangerous substances or wastes that wastes, pollutants or contaminants, and have occurred or are presently occurring on or from its properties as a result no knowledge of any construction on event or operation condition that would reasonably be expected to result in any such notice, and use of its properties, (iiiii) there are no orderscosts or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, rulings except in the case of each of (i) and (ii) above, for any such failure to comply, or directives issued 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; and (iii) except as described in each of the Registration Statement and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries subsidiaries under or pursuant to any Environmental Laws requiring any workin which a governmental entity is also a party, repairs, construction or capital expenditures with respect to any properties or assets of (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company liabilities or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding other obligations under or pursuant to any Environmental Laws or relating to the ownershipconcerning hazardous or toxic substances or wastes, usepollutants or contaminants, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have a Material Adverse Effectmaterial effect on the capital expenditures or earnings or financial position of the Company and its subsidiaries, and to the knowledge (z) none of the Company, there are no grounds or conditions which exist, on or under Company and its subsidiaries anticipates material capital expenditures relating to any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement The Company and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iA) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (iiC) neither the Company nor any of its Subsidiaries is aware are in compliance with all terms and conditions of any unlawful spillssuch permit, releaseslicense or approval where, discharges in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or disposal in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of any human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, hazardous or toxic materials, controlled or dangerous hazardous substances or wastes that have occurred (collectively, “Hazardous Materials”) into the environment, or are presently occurring on otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or from its properties handling of Hazardous Materials, as a result of any construction on well as all authorizations, codes, decrees, demands or operation and use of its propertiesdemand letters, (iii) there are no injunctions, judgments, licenses, notices or notice letters, orders, rulings permits, plans or directives issued against the Company regulations issued, entered, promulgated or approved thereunder. No Hazardous Materials (A) have been disposed of or otherwise released from any Real Property of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to in violation of any Environmental Laws requiring Laws; or(B) are present on, over, beneath, in or upon any workReal Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, repairs, construction or capital expenditures with respect to any properties or assets which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by . Neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progressknows of any other person who or entity which has stored, pending treated, recycled, disposed of or threatenedotherwise located on any Real Property any Hazardous Materials, which could reasonably be expected to have a Material Adverse Effectincluding, without limitation, such substances as asbestos and to the knowledge polychlorinated biphenyls. None of the Company, there Real Properties are no grounds on any federal or conditions which exist, on state “Superfund” list or under any property now or previously owned, operated or leased by the Company Liability Information System (“CERCLIS”) list or any state environmental agency list of its Subsidiariessites under consideration for CERCLIS, on which nor subject to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoenvironmental related Liens.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, or as is not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: A. each of the Company and its subsidiaries is in compliance with all applicable laws relating to pollution or the discharge of materials into the environment, including common law standards of conduct relating to damage to property or injury to persons caused by such materials (“Environmental Laws”), each of the Company and its subsidiaries currently holds all governmental authorizations required under Environmental Laws in order to conduct their businesses as described in the Prospectus, and neither the Company nor any of its Subsidiaries subsidiaries has been in material violation ofany basis to expect that any such governmental authorization will be modified, in connection with the ownership, use, maintenance suspended or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, healthrevoked, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described cannot be renewed in the Registration Statement and Prospectus: (i) ordinary course of business; B. there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the Company and each of its Subsidiaries has occupied its properties and has receivedrelease, handledthreatened release, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation material (including radiation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(xnoise), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which that could reasonably be expected to have form the basis of any claim (whether by a Material Adverse Effectgovernmental authority or other person or entity) under Environmental Laws for cleanup costs, and to the knowledge damages, penalties, fines, or otherwise, against any of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or its subsidiaries, or against any person or entity whose liability for such claim may have been retained by any of the Company or its Subsidiariessubsidiaries, on which whether by contract or law; and C. the Company and its subsidiaries have made available to the Representatives or counsel for the Underwriters all material studies, reports, assessments, audits and other information in their possession or control relating to any such legal proceeding might be commenced with pollution or release, threatened release or disposal of materials regulated under Environmental Laws on, at, under, from or transported from any reasonable likelihood of success their currently or with the passage of timeformerly owned, leased or the giving of notice or bothoperated properties, would give rise theretoincluding, without limitation, all information relating to underground storage tanks and asbestos containing materials.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the The Company and each of its Subsidiaries Subsidiary has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance complied with all applicable Environmental Laws (as defined below), except for violations of Environmental Laws that, individually or in the aggregate, have not had and would not reasonably be expected to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries have a Material Adverse Effect. There is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request, relating to any Environmental Law involving the Company or any Subsidiary, except for litigation, notices of its Subsidiaries under violations, formal administrative proceedings or pursuant to any Environmental Laws requiring any workinvestigations, repairsinquiries or information requests that, construction individually or capital expenditures with respect to any properties or assets of in the Company or any of its Subsidiaries; aggregate, have not had and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could would not reasonably be expected to have a Material Adverse Effect. For purposes of this Agreement, “Environmental Law” means any national, state, provincial or local law, statute, rule or regulation or the common law relating to the environment or occupational health and safety, including without limitation any statute, regulation, administrative decision or order pertaining to (i) treatment, storage, disposal, generation and transportation of industrial, toxic or hazardous materials or substances or solid or hazardous waste; (ii) air, water and noise pollution; (iii) groundwater and soil contamination; (iv) the release or threatened release into the environment of industrial, toxic or hazardous materials or substances, or solid or hazardous waste, including without limitation emissions, discharges, injections, spills, escapes or dumping of pollutants, contaminants or chemicals; (v) the protection of wild life, marine life and wetlands, including without limitation all endangered and threatened species; (vi) storage tanks, vessels, containers, abandoned or discarded barrels, and to other closed receptacles; (vii) health and safety of employees and other persons; and (viii) manufacturing, processing, using, distributing, treating, storing, disposing, transporting or handling of materials regulated under any law as pollutants, contaminants, toxic or hazardous materials or substances or oil or petroleum products or solid or hazardous waste. As used above, the terms “release” and “environment” shall have the meaning set forth in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. (ii) To the knowledge of the CompanyCompany there is no material environmental liability with respect to any solid or hazardous waste transporter or treatment, there are no grounds storage or conditions which exist, on or under any property now or previously owned, operated or leased disposal facility that has been used by the Company or any Subsidiary. (iii) The Company and its Subsidiaries (i) have received all permits, licenses or other approvals required of its Subsidiariesthem under applicable Environmental Laws to conduct their respective businesses and (ii) are in compliance, on which in all material respects, with all terms and conditions of any such legal proceeding might be commenced with any reasonable likelihood of success permit, license or with the passage of time, or the giving of notice or both, would give rise theretoapproval.

Environmental Laws. (a) Except as otherwise disclosed in the Registration Statement and Prospectuson Schedule 2.19, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company Division Assets and the Division have been operated by Seller and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes Affiliates in compliance in all material respects with all applicable Environmental Laws to conduct including, without limitation, obtaining and complying with all material Authorizations required for the occupation and use of their respective businesses; properties and facilities, (ii) neither there has been no production, generation, storage, treatment, Release, disposal or arrangement for disposal of any Hazardous Materials in a manner that has given or would give rise to any material liabilities or obligations (contingent or otherwise) pursuant to Environmental Laws at, in, on, under, about or from any of the Company nor Real Properties by or on behalf of Seller or any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesAffiliates, (iii) there are has been no ordersproduction, rulings generation, storage, treatment, Release or directives issued against the Company disposal of any Hazardous Materials in a manner that has given or would give rise to any material liabilities or obligations (contingent or otherwise) pursuant to Environmental Laws by or on behalf of Seller or any of its SubsidiariesAffiliates at any other Division site, and (iv) to Seller's Knowledge, there are no ordersstorage tanks or electrical equipment containing polychlorinated biphenyls on the Real Properties, rulings or directives pending or, to any asbestos-containing materials on the knowledge of the Company, threatened against the Company or Real Properties and (v) neither Seller nor any of its Subsidiaries under Affiliates has received, nor is aware of, any notice, report or pursuant to other information regarding any violation of, or any liability (contingent or otherwise) or investigatory, corrective or remedial obligation under, any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any their or their predecessors' past or current operations, properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating facilities to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is extent it would result in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect. The Seller and its Affiliates have made available to Purchaser all environmental audits, reports and other material environmental documents relating to the knowledge their or their predecessors' past or current properties, facilities or operations that constitute part of the Company, there Division Assets that are no grounds or conditions which exist, on in their possession or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any their reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretocontrol.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company The operations and properties of each Loan Party and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of comply in all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance material respects with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spillsand Environmental Permits, releases, discharges all past non-compliance with such Environmental Laws and Environmental Permits has been resolved without material ongoing obligations or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiariescosts, and there are no orders, rulings or directives pending or, circumstances exist that would be reasonably likely to (A) form the knowledge basis of the Company, threatened an Environmental Action against the Company any Loan Party or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and their properties that would have a Material Adverse Effect or (ivB) no notice with respect cause any such property to be subject to any of the matters referred to in this Section 6(x)restrictions on ownership, including any alleged violations by the Company occupancy, use or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding transferability under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation Law. (ii) None of the properties and assets of the Company currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is in progresslisted or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, pending state or threatened, which could reasonably be expected local list or is adjacent to have a Material Adverse Effect, and to the knowledge of the Company, any such property; there are no grounds and never have been any underground or conditions aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which existHazardous Materials are being or have been treated, stored or disposed on or under any property now currently owned or previously owned, operated or leased by the Company any Loan Party or any of its SubsidiariesSubsidiaries in violation of Environmental Laws or, to the best of its knowledge, on which any such legal proceeding might be commenced with property formerly owned or operated by any reasonable likelihood Loan Party or any of success its Subsidiaries in violation of Environmental Laws; there is no asbestos or with the passage asbestos-containing material on any property currently owned or operated by any Loan Party or any of timeits Subsidiaries in violation of Environmental Laws; and Hazardous Materials have not been released, discharged or the giving disposed of notice on any property currently or both, would give rise theretoformerly owned or operated by any Loan Party or any of its Subsidiaries in violation of Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement General Disclosure Package and Prospectusexcept for any matters that could not reasonably be expected to have a Material Adverse Effect, (a) (i) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreignforeign governmental entity or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances (defined below), to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of subsidiaries owns, occupies, operates or uses any unlawful spills, releases, discharges real property contaminated with Hazardous Substances in a condition or disposal of any pollutants, contaminants, hazardous concentration that requires investigation or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesremediation pursuant to Environmental Laws, (iii) there are no orders, rulings or directives issued against neither the Company or nor any of its Subsidiariessubsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, and there (iv) the Company and its subsidiaries have received and are in compliance with all, and have no ordersliability under any, rulings permits, licenses, authorizations, identification numbers or directives pending or, other approvals required under applicable Environmental Laws to conduct their respective businesses; and (b) to the knowledge of the Company, threatened against the Company TMM Holdings and New TMM Holdings, there are no facts or any of its Subsidiaries under circumstances that would reasonably be expected to result in a violation of, liability under, claim or expense pursuant to any Environmental Laws requiring any workLaw. For purposes of this subsection, repairs“Hazardous Substances” means (A) petroleum and petroleum products, construction by-products or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (ivB) no notice with respect to any of the matters referred to in this Section 6(xother chemical (including film processing chemicals), including any alleged violations by the Company material or any of the Subsidiaries with respect thereto has been received by the Company substance defined or any of its Subsidiariesregulated as toxic or hazardous or as a pollutant, and no writ, injunction, order contaminant or judgment is outstanding, and no legal proceeding waste under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaws.

Environmental Laws. (a) Except as otherwise disclosed in the Registration Statement and Prospectusthe Prospectus or as would not, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance individually or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectusaggregate, reasonably be expected to have a Material Adverse Effect: (i) each of the Company and each of its the Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped their respective operations and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes facilities are in compliance with all with, and not subject to any known liabilities under, applicable Environmental Laws to conduct their respective businesses(as hereinafter defined); (ii) neither the Company nor any of its the Subsidiaries is aware of has received any unlawful spillswritten communication, releaseswhether from a governmental authority, discharges citizens group, employee or disposal of any pollutantsotherwise, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against alleges that the Company or any of its Subsidiariesthe Subsidiaries is in violation of any Environmental Law; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and there are no orderswritten notice by any person or entity alleging actual or potential liability on the part of the Company or any of the Subsidiaries based on or pursuant to any Environmental Law that, rulings or directives in either such case, is pending or, to the knowledge of the Company, threatened against the Company or any of its the Subsidiaries or, to the knowledge of the Company, any person or entity whose liability under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by Law the Company or any of the Subsidiaries with respect thereto has been received retained or assumed either contractually or by operation of law; (iv) neither the Company or nor any of its Subsidiariesthe Subsidiaries is conducting or paying for, and no writin whole or in part, injunctionany investigation, order response or judgment is outstanding, and no legal proceeding under or other corrective action pursuant to any Environmental Laws Law at any site or relating facility, nor is any of them subject or a party to any order, judgment, decree, contract or agreement which imposes any obligation or liability under any Environmental Law; (v) neither the ownership, use, maintenance or operation Company nor any of the properties and assets Subsidiaries has received any written notice of the Company any lien, charge, encumbrance or similar restriction having been recorded pursuant to any of its Subsidiaries is in progressEnvironmental Law with respect to any assets, pending facility or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its the Subsidiaries, and to the knowledge of the Company there is no such lien, charge, encumbrance or similar restriction; and (vi) there are no past or present actions, activities, circumstances, conditions or occurrences, including, without limitation, the Release or threatened Release of any Materials of Environmental Concern (as hereinafter defined), that, to the knowledge of the Company, could reasonably be expected to result in a violation of or liability under any Environmental Law on which the part of the Company or any of the Subsidiaries, including without limitation, any such legal proceeding might be commenced with liability which the Company or any reasonable likelihood of success the Subsidiaries has retained or with assumed either contractually or by operation of law. (b) For purposes of this Agreement, “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Environmental Laws” means the passage common law and all federal, state, local and foreign laws or regulations, ordinances, codes, orders, decrees, judgments and injunctions issued, promulgated or entered thereunder, relating to pollution or protection of timethe Environment or human health (as affected by exposure to Materials of Environmental Concern), including without limitation, those relating to (i) the Release or threatened Release of Materials of Environmental Concern; and (ii) the manufacture, processing, distribution, use, generation, treatment, storage, labeling, transport, handling or recycling of, or exposure to, Materials of Environmental Concern. “Materials of Environmental Concern” means any substance, material, or waste defined, classified or regulated as toxic or hazardous or as a pollutant or contaminant (or terms of similar intent or meaning) under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, migrating, pumping, pouring, dumping, emptying, injection or leaching on, into or through, the giving of notice Environment, or bothfrom any building, would give rise theretostructure or facility.

Environmental Laws. Except as otherwise disclosed in the Registration Statement and ProspectusCompany General Disclosure Package, (A) (1) neither the Company nor any of its Subsidiaries has been subsidiaries is in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetshas any liability under, any applicable federal, state, municipal, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign lawsgovernmental agency, rulesgovernmental body or court, regulationsrelating to pollution, decisionsto the use, ordershandling, policiestransportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety including as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, "Environmental Laws"), (2) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (3) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (4) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (5) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances and (5) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, certificates authorizations, identification numbers or other approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (i) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (1) – (6) such as would not individually or in the aggregate have a Material Adverse Effect; (iiB) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iii) there are no orders, rulings or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the CompanyCompany there are no facts or circumstances that would reasonably be expected to result in a violation of, threatened against the Company liability under, or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect Law that would have a Material Adverse Effect; and (C) to any properties or assets the knowledge of the Company there are no requirements proposed for adoption or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding implementation under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could Law that would reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, "Hazardous Substances" means (i) petroleum and to the knowledge of the Companypetroleum products, there are no grounds by-products or conditions which existbreakdown products, on radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold and (ii) any other chemical, material or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed in the Registration Statement Statement, the General Disclosure Package and Prospectusthe Final Prospectus and in each case as would not individually or in the aggregate have a Material Adverse Effect, neither (a)(i) the Company nor any of its Subsidiaries has been is not in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assetsdoes not have any liability under, any applicable federal, state, municipal, local or foreign lawsnon-U.S. statute, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic rule, regulation, ordinance, code, other requirement or foreignrule of law (including common law), or decision or order of any governmental agency, governmental body or court, relating to environmentalpollution, healthto the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety matters or hazardous or toxic substances or wastesincluding as such relates to exposure to Hazardous Substances, pollutants or contaminants and to natural resource damages (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: , (iii) the Company does not own, occupy, operate or use any real property contaminated with Hazardous Substances, (iii) the Company is not conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) the Company is not liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) the Company is not subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and each of its Subsidiaries (vi) the Company has occupied its properties received and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes is in compliance with all all, and has no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businessesits business; and (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its properties, (iiib) there are no ordersfacts or circumstances that would reasonably be expected to result in a violation of, rulings liability under, or directives issued against the Company or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or claim pursuant to any Environmental Laws requiring any workLaw. For purposes of this Section 1(u)1(u) “Hazardous Substances” means (A) petroleum and petroleum products, repairsby-products or breakdown products, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (ivB) no notice with respect to any of the matters referred to in this Section 6(x)other chemical, including any alleged violations by the Company material or any of the Subsidiaries with respect thereto has been received by the Company substance defined or any of its Subsidiariesregulated as toxic or hazardous or as a pollutant, and no writ, injunction, order contaminant or judgment is outstanding, and no legal proceeding waste under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoLaws.

Environmental Laws. Except as otherwise disclosed described in the Registration Statement General Disclosure Package and Prospectusthe Prospectus and except for such matters as would not, individually or in the aggregate, result in or be reasonably expected to result in a Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries has been subsidiaries is in violation of any treaty, directive, statute, law, rule, regulation, ordinance, code, policy, rule of common law, statutory guidance note or other legal requirement, or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution, noise, odor, vibrations, nuisance or protection of human (including worker) health or safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), natural resources 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 or nuclear or radioactive material violation of(collectively, in connection with “Hazardous Materials”) or to the ownershipmanufacture, processing, distribution, use, maintenance treatment, storage, disposal, transport or operation handling of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants Hazardous Materials (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: , (iii) the Company and its subsidiaries have all permits, licenses, authorizations and approvals required for their respective businesses under any applicable Environmental Laws and are each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes in compliance with all applicable Environmental Laws to conduct their respective businesses; (ii) neither the Company nor any of its Subsidiaries is aware of any unlawful spills, releases, discharges or disposal of any pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes that have occurred or are presently occurring on or from its properties as a result of any construction on or operation and use of its propertiesrequirements, (iii) there are no orderspending or threatened administrative, rulings regulatory, judicial or directives issued other actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Company or any of its Subsidiariessubsidiaries or related to any of their owned or operated properties, and (iv) there are no ordersevents, rulings facts or directives pending orcircumstances (including, to the knowledge without limitation, any release or threatened release of the Company, threatened against any Hazardous Material at or from any property presently or formerly owned or operated by the Company or any of its Subsidiaries under subsidiaries, or pursuant at or from any property to any Environmental Laws requiring any work, repairs, construction which Hazardous Materials have been sent by or capital expenditures with respect to any properties or assets on behalf of the Company or any of its Subsidiaries; and (ivsubsidiaries) no notice with respect that are reasonably likely to form the basis of any of the matters referred to in this Section 6(x)order, including any alleged violations by the Company decree, plan or agreement requiring clean-up or remediation, or any of the Subsidiaries with respect thereto has been received action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or subsidiaries relating to the ownership, use, maintenance Hazardous Materials or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoEnvironmental Laws.

Environmental Laws. Except as otherwise disclosed Each Borrower and the Parent and each of its ------------------ Subsidiaries other than the Australian Affiliate have complied in all material respects with all Environmental Laws applicable to transfer, construction on, and operation of its and their Property and business and neither Borrower nor the Registration Statement and Prospectus, neither the Company Parent nor any of its Subsidiaries other than the Australian Affiliate has been in any material violation ofcontingent liability with respect to non-compliance with Environmental Laws or the generation, in connection with the ownershiphandling, use, maintenance storage or operation disposal of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic wastes or substances and neither Borrower nor the Parent nor any of its Subsidiaries other than the Australian Affiliate has received any Action Request, Violation Notice, summons, complaint, order or wastesother notice that it is not in compliance with, pollutants or contaminants (collectivelythat any Public Authority is investigating its compliance with, “Environmental Laws”)Laws in respect of any matter that remains outstanding. Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: foregoing: (ia) the Company and each of Neither Borrower has any current actual knowledge that its, or its Subsidiaries has other than the Australian Affiliate operations or any property or assets of or occupied by it or its properties and has receivedSubsidiaries other than the Australian Affiliate or in its or any Subsidiaries' other than the Australian Affiliate charge, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous management or toxic materials, controlled or dangerous substances or wastes control are not in compliance in all material respects with all applicable Environmental Laws to conduct their respective businesses; Laws, or that all of its and its Subsidiaries' other than the Australian Affiliate Properties and Premises are not free: (i) from contamination by, or threat of, a release, discharge or emission of any hazardous substance, gas or liquid or any other substance, gas or liquid which is prohibited, controlled or regulated under any Environmental Law, and (ii) neither of underground storage tanks containing any Material of Environmental Concern, land fills, land disposals, and dumps; (b) None of the Company nor Borrowers or any of its Subsidiaries is aware of other than the Australian Affiliate has filed any unlawful spillsnotice under any federal, releasesprovincial or local law, discharges including any Environmental Law, indicating past or present treatment, storage or disposal of a Material of Environmental Concern or reporting an actual or threatened spill or release of a Material of Environmental Concern into the environment; (c) None of the Borrowers or any pollutants, contaminants, hazardous of its Subsidiaries other than the Australian Affiliate has any contingent liability of which it or toxic materials, controlled or dangerous substances or wastes that they have occurred or are presently occurring on or from its properties as a result current actual knowledge in connection with any release of any construction on Material of Environmental Concern; (d) None of the Borrowers or operation and use any of its propertiesSubsidiaries other than the Australian Affiliate generates, transports, treats or disposes of any Material of Environmental Concern except in compliance in all material respects with applicable laws; and (iiie) there are no orders, rulings Neither Borrower has disposed of any Material of Environmental Concern by placing it in or directives issued against on the Company ground of any of either Borrower's or any of its Subsidiaries, and there are no orders, rulings or directives pending or, to ' other than the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any properties or assets of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or any of its Subsidiaries is in progress, pending or threatened, which could reasonably be expected to have a Material Adverse Effect, and to the knowledge of the Company, there are no grounds or conditions which exist, on or under any property now or previously owned, operated or leased by the Company or any of its Subsidiaries, on which any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, Australian Affiliate Property or the giving of notice or both, would give rise theretoPremises.

Environmental Laws. Except as otherwise disclosed in the Registration Statement The Company and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iA) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (iiC) neither the Company nor any of its Subsidiaries is aware are in compliance with all terms and conditions of any unlawful spillssuch permit, releaseslicense or approval where, discharges in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to have, individually or disposal in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of any human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, hazardous or toxic materials, controlled or dangerous hazardous substances or wastes that have occurred (collectively, “Hazardous Materials”) into the environment, or are presently occurring on otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or from its properties handling of Hazardous Materials, as a result of any construction on well as all authorizations, codes, decrees, demands or operation and use of its propertiesdemand letters, (iii) there are no injunctions, judgments, licenses, notices or notice letters, orders, rulings permits, plans or directives issued against the Company regulations issued, entered, promulgated or approved thereunder. No Hazardous Materials (A) have been disposed of or otherwise released from any Real Property of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to in violation of any Environmental Laws requiring Laws; or (B) are present on, over, beneath, in or upon any workReal Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, repairs, construction or capital expenditures with respect to any properties or assets which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by . Neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progressknows of any other person who or entity which has stored, pending treated, recycled, disposed of or threatenedotherwise located on any real property any Hazardous Materials, which could reasonably be expected to have a Material Adverse Effectincluding, without limitation, such substances as asbestos and to the knowledge polychlorinated biphenyls. None of the Company, there Real Properties are no grounds on any federal or conditions which exist, on state “Superfund” list or under any property now or previously owned, operated or leased by the Company Liability Information System (“CERCLIS”) list or any state environmental agency list of its Subsidiariessites under consideration for CERCLIS, on which nor subject to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoenvironmental related Liens.

Environmental Laws. Except as otherwise disclosed in the Registration Statement The Company and Prospectus, neither the Company nor any of its Subsidiaries has been in material violation of, in connection with the ownership, use, maintenance or operation of its properties and assets, any applicable federal, state, municipal, local or foreign laws, rules, regulations, decisions, orders, policies, permits, licenses, certificates or approvals having force of law, domestic or foreign, relating to environmental, health, or safety matters or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”). Without limiting the generality of the foregoing and except as otherwise described in the Registration Statement and Prospectus: (iA) the Company and each of its Subsidiaries has occupied its properties and has received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes are in compliance with all Environmental Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; businesses and (iiC) neither the Company nor any of its Subsidiaries is aware are in compliance with all terms and conditions of any unlawful spillssuch permit, releaseslicense or approval except where, discharges in each of the foregoing clauses (A), (B) and (C), the failure to so comply could not have a Material Adverse Effect. The term “Environmental Laws” means all federal, state, local or disposal foreign laws relating to pollution or protection of any human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, hazardous or toxic materials, controlled or dangerous hazardous substances or wastes that have occurred (collectively, “Hazardous Materials”) into the environment, or are presently occurring on otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or from its properties handling of Hazardous Materials, as a result of any construction on well as all authorizations, codes, decrees, demands or operation and use of its propertiesdemand letters, (iii) there are no injunctions, judgments, licenses, notices or notice letters, orders, rulings permits, plans or directives issued against the Company regulations issued, entered, promulgated or approved thereunder. No Hazardous Materials (A) have been disposed of or otherwise released from any Real Property of its Subsidiaries, and there are no orders, rulings or directives pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries under or pursuant to in violation of any Environmental Laws requiring Laws; or(B) are present on, over, beneath, in or upon any workReal Property or any portion thereof in quantities that would constitute a violation of any Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any Environmental Laws, repairs, construction or capital expenditures with respect to any properties or assets which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries; and (iv) no notice with respect to any of the matters referred to in this Section 6(x), including any alleged violations by . Neither the Company or any of the Subsidiaries with respect thereto has been received by the Company or any of its Subsidiaries, and no writ, injunction, order or judgment is outstanding, and no legal proceeding under or pursuant to any Environmental Laws or relating to the ownership, use, maintenance or operation of the properties and assets of the Company or nor any of its Subsidiaries is in progressknows of any other person who or entity which has stored, pending treated, recycled, disposed of or threatenedotherwise located on any Real Property any Hazardous Materials, which could reasonably be expected to have a Material Adverse Effectincluding, without limitation, such substances as asbestos and to the knowledge polychlorinated biphenyls. None of the Company, there Real Properties are no grounds on any federal or conditions which exist, on state “Superfund” list or under any property now or previously owned, operated or leased by the Company Liability Information System (“CERCLIS”) list or any state environmental agency list of its Subsidiariessites under consideration for CERCLIS, on which nor subject to any such legal proceeding might be commenced with any reasonable likelihood of success or with the passage of time, or the giving of notice or both, would give rise theretoenvironmental related Liens.