Common use of Compliance with Environmental Laws Clause in Contracts

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (xincluding, without limitation, the Operating Partnership) (A) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions laws and orders regulations relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yB) have received received, and are in compliance with with, all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (zC) have not received notice of any actual or potential liability under or relating to any environmental law, except in each case where such non-compliance with Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive or comply with required permits, licenses or other approvals, or cost or liability, as would notliability could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and (iii) Effect except as described or incorporated by reference set forth in each of the Registration Statement, the Time of Sale Information Prospectus and the ProspectusGeneral Disclosure Package; except as set forth in the Registration Statement, (x) there are no proceedings that are pendingthe Prospectus and the General Disclosure Package, or that are known to be contemplated, against neither the Company or nor any of its subsidiaries (including, without limitation, the Operating Partnership) has been named as a “potentially responsible party” under any the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended; in the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries including the Operating Partnership, in the course of which a governmental entity is also a partythey identify and evaluate associated costs and liabilities (including, other than without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); and on the basis of such proceedings review, the Company has reasonably concluded that would such associated costs and liabilities could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or except as set forth in the aggregateRegistration Statement, to have a Material Adverse Effect, the Prospectus and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeGeneral Disclosure Package.

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

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

Compliance with Environmental Laws. There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials (i“Hazardous Substances”) The by, due to, on behalf of, or caused by the Company and its subsidiaries or any Subsidiary (xor, to the Company’s knowledge, any other entity for whose acts or omissions the Company or any Subsidiary is or may be liable) are in compliance with upon any and all property now or previously owned, operated, used or leased by the Company or any Subsidiary, or upon any other property, which would be a violation of or give rise to any liability under any applicable federallaw, staterule, local and foreign lawsregulation, rulesorder, regulationsjudgment, requirementsdecree or permit, decisions and orders common law provision or other legally binding standard relating to the pollution or protection of human health or safety, and the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental LawsLaw”), (y) have received except for violations and are liabilities which, individually or in compliance with all permitsthe aggregate, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have could not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in have a Material Adverse Effect; there has been no disposal, discharge, emission contamination or other release of any kind at, onto or from any such notice; (ii) there are no costs property or liabilities associated into the environment surrounding any such property of any Hazardous Substances with Environmental Laws of or relating respect to which the Company or its subsidiariesany Subsidiary has knowledge, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each there is no pending or, to the best of the Registration StatementCompany’s knowledge, the Time threatened administrative, regulatory or judicial action, claim or notice of Sale Information and the Prospectusnoncompliance or violation, (x) there are no investigation or proceedings that are pending, or that are known relating to be contemplated, any Environmental Law against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a partySubsidiary, other than such proceedings that would not reasonably be expectedexcept as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) ; no property of the Company or any Subsidiary is subject to any Lien under any Environmental Law; except as disclosed in the Registration Statement, the Prospectuses and its subsidiaries are not aware of the Disclosure Package, neither the Company nor any issues regarding compliance with Environmental LawsSubsidiary is subject to any order, or liabilities decree, agreement or other obligations under individualized legal requirement related to any Environmental Laws or concerning hazardous or toxic substances or wastesLaw, pollutants or contaminantswhich, that would reasonably be expected, in any case (individually or in the aggregate), could reasonably be expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (ia) The Company Each of the Borrower and its subsidiaries (x) are the Restricted Subsidiaries is, and will continue to be, in full compliance with any and all applicable federal, state, and local and foreign environmental laws, rules, regulations, requirementsand ordinances governing its business, decisions products, properties, or assets with respect to all discharges into the ground and orders relating to surface water, emissions into the protection ambient air and generation, accumulation, storage, treatment, transportation, labeling, or disposal of human health waste materials or safetyprocess by-products, the environmentviolation of which is reasonably likely to materially and adversely affect the business, natural resourcesearnings, hazardous prospects, properties, or toxic substances condition (financial or wastesotherwise) of the Borrower and the Restricted Subsidiaries, pollutants taken as a whole, and neither the Borrower nor any of its Restricted Subsidiaries is liable for any penalties, fines, or contaminants forfeitures for failure to comply with any such laws, regulations, and ordinances other than penalties, fines or forfeitures which are not reasonably likely to materially and adversely affect the business, earnings, prospects, properties, or condition (collectivelyfinancial or otherwise) of the Borrower and Restricted Subsidiaries, “Environmental Laws”)taken as a whole. All licenses, (y) permits or registrations required for the business of the Borrower and its Restricted Subsidiaries, as presently conducted and proposed to be conducted, under any federal, state, or local environmental laws, regulations or ordinances have received and are in compliance with all been obtained or made, other than any such licenses, permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for registrations the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complyobtain or make which, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have a Material Adverse Effect; do not materially and adversely affect, and are not reasonably likely to materially and adversely affect, the business, earnings, prospects, properties, or condition (iiifinancial or otherwise) except as described or incorporated by reference in each of the Registration StatementBorrower and its Restricted Subsidiaries, the Time of Sale Information taken as a whole, and the ProspectusBorrower and its Restricted Subsidiaries each is in compliance with all such licenses, (x) there are no proceedings that are pendingpermits, and registrations other than any such licenses, permits, or that are known registrations the failure to be contemplatedobtain, against the Company make or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a partycomply with which, other than such proceedings that would not reasonably be expected, either individually or in the aggregate, do not materially and adversely affect, and are not reasonably likely to have a Material Adverse Effectmaterially and adversely affect, the business, earnings, prospects, properties or condition (yfinancial or otherwise) of the Company Borrower and its subsidiaries are not aware of any issues regarding compliance with Environmental LawsRestricted Subsidiaries, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

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

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

Compliance with Environmental Laws. (i) The Company Borrower will comply, and the Borrower will cause each of its subsidiaries (x) are in compliance Subsidiaries to comply, with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection ownership, lease or use of human health all Real Property now or safetyhereafter owned, leased or operated by the environmentBorrower or any of its Subsidiaries, natural resourceswill promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, hazardous and will keep or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received cause to be kept all such Real Property free and are in compliance with all permits, licenses, certificates or other authorizations or approvals required clear of them under applicable any Liens imposed pursuant to such Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or liabilities associated with Environmental Laws dispose of, or permit the generation, use, treatment, storage, release or disposal of Hazardous Materials on any Real Property now or relating hereafter owned, leased or operated by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the Company or its subsidiaries, except extent that the failure to comply with the requirements specified in the case of each of clause (i) and or (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware . If required to do so under any applicable directive or order of any issues regarding compliance with Environmental Lawsgovernmental agency, or liabilities the Borrower agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other obligations under action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Borrower or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws or concerning hazardous or toxic substances or wastesand in accordance with, pollutants or contaminantsin all material respects, that would reasonably be expectedsuch orders and directives of all governmental authorities, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material except to the Company extent that the Borrower or such Subsidiary is contesting such order or directive in good faith and its consolidated subsidiaries taken as a wholeby appropriate proceedings and for which adequate reserves have been established to the extent required by generally accepted accounting principles.

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

Compliance with Environmental Laws. (ia) The Company Borrower and its subsidiaries each Parent Guarantor will comply, and will (x) are in compliance with any cause each of their Subsidiaries to comply and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received ensure compliance by its tenants and are subtenants, in compliance each case, with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to and permits applicable to, or required in respect of the conduct of its business or operations or by, the ownership, lease or use of its Real Property now or hereafter owned, leased or operated by the Borrower, any Parent Guarantor or any of their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesSubsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, noncompliances as would could not, either individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and (z) none will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens, other than Permitted Liens, imposed pursuant to such Environmental Laws. Neither the Borrower nor any Parent Guarantor nor any of their Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by the Borrower, any Parent Guarantor or any of their Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties in compliance in all material respects with all applicable Environmental Laws and as required in connection with the normal operation, use and maintenance of the Company and its subsidiaries anticipates capital expenditures relating business or operations of the Borrower, any Parent Guarantor or any of their Subsidiaries, except in connection with such noncompliance as could not, either individually or in the aggregate, reasonably be expected to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as have a wholeMaterial Adverse Effect.

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries Each Group Member (x) are is in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinances, requirements, decisions and orders judgments, decrees, decisions, orders, permits or other legal requirements of any applicable governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional or local authority, relating to pollution, the protection of human health or safety, the environmentenvironment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (including chemicals, wastes, petroleum and petroleum products) (collectively, “Environmental Laws”)) to the extent that any noncompliance could reasonably, individually or in the aggregate, be expected to have a Material Adverse Effect, (y) have has received and are is in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have has not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; notice to the extent that such a notice could, individually or in the aggregate, reasonably be expected to result in or have a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesany Group Member, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or any such notice or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries Group Member under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no material monetary sanctions will be expected, individually or in the aggregate, to have a Material Adverse Effect, imposed and (y) the Company and its subsidiaries are not no Group Member is aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federalThere has been no storage, statedisposal, local and foreign lawsgeneration, rulesmanufacture, regulationsrefinement, requirementstransportation, decisions and orders relating to the protection handling or treatment of human health or safetytoxic wastes, the environment, natural resourcesmedical wastes, hazardous wastes or toxic hazardous substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries (or, to the knowledge of the Company, any of their subsidiaries or any of their predecessors in interest) upon or from any of the property now or previously owned or leased by the Company or any of its subsidiaries in violation of any applicable law, ordinance, rule, regulation, order, judgment, decree or permit or which would require remedial action under any Environmental Laws in applicable law, ordinance, rule, regulation, order, judgment, decree or permit, except for any violation or remedial action which a governmental entity is also a party, other than such proceedings that would not have, or could not be reasonably be expectedlikely to have, individually singularly or in the aggregateaggregate with all such violations and remedial actions, to have a Material Adverse Effect; there has been no material spill, (y) discharge, leak, emission, injection, escape, dumping or release of any kind onto such property or into the environment surrounding such property of any toxic wastes, medical wastes, solid wastes, hazardous wastes or hazardous substances due to or caused by the Company, the Notes Guarantors or any of their subsidiaries or with respect to which the Company and its subsidiaries are has knowledge, except for any such spill, discharge, leak, emission, injection, escape, dumping or release which would not aware of any issues regarding compliance with Environmental Lawshave or would not be reasonably likely to have, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually singularly or in the aggregateaggregate with all such spills, to have discharges, leaks, emissions, injections, escapes, dumpings and releases, a Material Adverse Effect; and the terms “hazardous wastes,” “toxic wastes,” “hazardous substances” and “medical wastes” shall have the meanings specified in any applicable local, state, federal and (z) none of the Company and its subsidiaries anticipates capital expenditures relating foreign laws or regulations with respect to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeenvironmental protection.

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

Compliance with Environmental Laws. (i) The Company Borrower will, and will cause each of its subsidiaries (x) are in compliance Subsidiaries to, comply with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any except such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, non-compliances as would could not, either individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, (y) comply in all material respects with all permits issued pursuant to Environmental Laws applicable to, or required by, the Company and its subsidiaries are not aware ownership or use of any issues regarding compliance with Environmental Lawsvessel or Real Property now or hereafter owned, operated or liabilities occupied by the Borrower or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesany of its Subsidiaries (except such non-compliances as could not, pollutants or contaminants, that would reasonably be expected, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect), and will pay or cause to be paid all costs and expenses incurred in connection with maintaining such compliance (z) none except to the extent being contested in good faith), and will keep or cause to be kept each such vessel and all such Real Property free and clear of the Company and its subsidiaries anticipates capital expenditures relating any Liens imposed pursuant to any such Environmental Laws (other than Liens arising from any cost or other obligation arising under Environmental Law that would be the Borrower or such Subsidiary is contesting in good faith). Neither the Borrower nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any vessel or Real Property now or hereafter owned or operated or occupied by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any ports, vessels or Real Properties except in compliance in all material to respects with all applicable Environmental Laws. The Borrower will, and will cause each of its Subsidiaries to, maintain insurance on the Company vessels and its consolidated subsidiaries taken Real Properties owned, leased or operated by it in at least such amounts as a wholeare in accordance with normal industry practice for similarly situated insureds, against losses from oil spills and other environmental pollution.

Compliance with Environmental Laws. Except as described in each of the Time of Sale Information and the Offering Memorandum: (i) The Company the Parent and its subsidiaries (x) are and, during the relevant time periods specified in all applicable statutes of limitations, have been in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetysafety (to the extent such human health or safety protection is related to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received any written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pendingpending or, or that are known to be contemplatedthe knowledge of the Antero Entities, threatened against the Company Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeimposed.

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are Except as described in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetyRegistration Statement, the environmentPricing Disclosure Package and the Prospectus and except as would not, natural resourcessingly or in the aggregate, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in a Material Adverse Change, (i) neither the Company nor any such notice; Subsidiary is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws ), (ii) each of the Company and each Subsidiary has all material permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with their requirements, (iii) there are no costs pending or, to the Company’s knowledge, threatened administrative, regulatory or liabilities associated with Environmental Laws judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, Environmental Law against the Company or any Subsidiary and (iv) to the Company’s knowledge, there are no events or circumstances that might reasonably be expected to form the basis of its subsidiaries under 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 Company or any Subsidiary relating to Hazardous Materials or any Environmental Laws in which a governmental entity is also a partyLaws, other than except where such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding non-compliance with Environmental Laws, failure to receive or liabilities comply with required permits, authorizations or other obligations under Environmental Laws approvals, liability or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that status as a potentially responsible party would not reasonably be expected, individually or in the aggregate, expected to have cause a Material Adverse EffectChange and except as set forth in or disclosed in the Registration Statement, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholePricing Disclosure Package or Prospectus.

Compliance with Environmental Laws. (i) The Since January 1, 2021, the Company and each of its subsidiaries (x) are in compliance Subsidiaries has complied with any and all applicable federal, state, local and or foreign laws, rules, regulations, requirements, decisions and orders Law relating to the pollution or protection of human health or safetythe environment (including ambient air, surface water, ground water, land surface or subsurface strata), including any law or regulation relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the environmentmanufacture, natural resourcesprocessing, hazardous distribution, use, treatment, storage, disposal, transport or toxic substances or wastes, pollutants or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (y) have received which compliance includes the possession by the Company of all permits and are in compliance with all permits, licenses, certificates or other governmental authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for compliance with the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, terms and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesconditions thereof, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would notbe in compliance that, individually or in the aggregate, have would not result in or reasonably be expected to result in a Material Adverse Effect; and . Neither the Company nor any of its Subsidiaries has received since January 1, 2021, any written notice or other communication (iii) except as described in writing or incorporated by reference in each of the Registration Statementotherwise), the Time of Sale Information and the Prospectuswhether from a Governmental Authority, (x) there are no proceedings citizens group, employee or otherwise, that are pending, or alleges that are known to be contemplated, against the Company or any of its subsidiaries under Subsidiaries is not in compliance with any Environmental Laws Law, and, to the Company’s Knowledge, there are no circumstances that may prevent or interfere with the Company’s or any of its Subsidiaries’ compliance with any Environmental Law in which a governmental entity is also a partythe future, other than except where such proceedings that failure to comply would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, . To the Company’s Knowledge: (yi) no current or prior owner of any property leased or controlled by the Company and or any of its subsidiaries are Subsidiaries has received, since January 1, 2021, any written notice or other communication relating to property owned or leased at any time by the Company or any of its Subsidiaries, whether from a Governmental Authority, citizens group, employee or otherwise, that alleges that such current or prior owner or the Company or any of its Subsidiaries is not aware of any issues regarding in compliance with or violated any Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, Law relating to have a Material Adverse Effect, such property and (zii) none of neither the Company and nor any of its subsidiaries anticipates capital expenditures relating to Subsidiaries has any material liability under any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaw.

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesseswill, and (z) have not received notice will cause each of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation its Subsidiaries and each of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition its Affiliates that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to controlled by the Company or its subsidiariesSubsidiaries to, comply in a timely fashion with, or operate pursuant to valid waivers of the provisions of, all Applicable Environmental Laws, except where non-compliance would neither (a) result in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and Change nor (iiib) except as described subject the Agent or incorporated by reference any Bank to any liability for such non-compliance (PROVIDED that the Company shall not be in default of this CLAUSE (B) if the Company indemnifies each of the Registration StatementAgent, Banks or any of them subjected to such liability and provides collateral to secure such indemnification, all to the Time of Sale Information extent required by the Person subjected to such liability in its sole and the Prospectusunfettered discretion). THE COMPANY AGREES TO INDEMNIFY AND HOLD THE AGENT AND EACH BANK, (x) there are no proceedings that are pendingAND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES HARMLESS FROM ANY LOSS, LIABILITY, CLAIM OR EXPENSE WHICH ANY SUCH PERSON MAY INCUR OR SUFFER AS A RESULT OF A BREACH BY THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES, AS THE CASE MAY BE, OF THIS COVENANT. The Company shall not be deemed to have breached or that are known to be contemplated, against violated this SECTION 9.3 if the Company or the applicable Subsidiary or Affiliate, as the case may be, is challenging in good faith by appropriate proceedings diligently pursued, and subject to the indemnification obligations of this SECTION 9.3, the application or enforcement of any of its subsidiaries under any such Applicable Environmental Laws for which adequate reserves have been established in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance accordance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeGAAP.

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

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

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Disclosure Letter and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating except as to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition matters that would not reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would nothave, individually or in the aggregate, have a Material Adverse Effect; and : (iiii) except as described no written notice, request for information, claim, demand, order, complaint or incorporated penalty has been received by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to the Company’s knowledge, threatened, which allege a violation of or liability under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or (as defined in the aggregateDIP Agreement), in each case relating to have a Material Adverse Effectthe Company or any of its Subsidiaries, (yii) the Company and its subsidiaries are not aware Subsidiaries have all authorizations and permits necessary for their operations to comply with all applicable Environmental Laws and are, and during the term of any issues regarding all applicable statutes of limitation, have been, in compliance with the terms of such permits and with all other applicable Environmental Laws, and (iii) no pollutants, contaminants, wastes, chemicals, materials, substances and constituents of any nature which are subject to regulation or liabilities which would reasonably be likely to give rise to liability under any Environmental Law, including, without limitation, explosive or other obligations under Environmental Laws or concerning hazardous or toxic radioactive substances or wastespetroleum or petroleum distillates, pollutants asbestos or contaminantsasbestos-containing materials, polychlorinated biphenyls or radon gas (collectively, “Hazardous Material”) is located at, in, or under any property currently or formerly owned, operated or leased by the Company or any of its Subsidiaries that would reasonably be expected, individually expected to give rise to any liability or in the aggregate, to have a Material Adverse Effect, and (z) none obligation of the Company or any of its Subsidiaries under any Environmental Laws, and no Hazardous Material has been generated, owned or controlled by the Company or any of its subsidiaries anticipates capital expenditures relating Subsidiaries and has been transported to or released at any location in a manner that would reasonably be expected to give rise to any Environmental Laws that would be material to liability or obligation of the Company and or any of its consolidated subsidiaries taken as a wholeSubsidiaries under any Environmental Laws.

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

Compliance with Environmental Laws. Each of the Company and the Subsidiaries (i) The Company and its subsidiaries (x) are is in material compliance with any and all applicable U.S. or non-U.S. federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or of wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in material compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice; (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each . Neither the Company nor any of the Registration StatementSubsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, the Time Compensation, and Liability Act of Sale Information and the Prospectus1980, (x) there are no proceedings that are pendingas amended, or that are known to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of its subsidiaries under the Subsidiaries to investigate or remediate any Environmental Laws in which a governmental entity is also a partypollutants or contaminants, other than except where such proceedings that requirements would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect, (y) whether or not arising from transactions in the ordinary course of business. In the ordinary course of its business, the Company periodically reviews the effects of Environmental Laws on the business, operations and properties of the Company and its subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any issues regarding capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesto third parties). On the basis of such review, pollutants or contaminants, the Company has reasonably concluded that such associated costs would reasonably be expected, individually or in the aggregate, to not have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

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

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

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

Compliance with Environmental Laws. (a) (i) The Company Each Credit Agreement Party will comply, and will cause each of its subsidiaries (x) are Subsidiaries to comply, in compliance all material respects with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection ownership or use of human health its Real Property and vessels now or safetyhereafter owned, the environmentleased or operated by such Credit Agreement Party or any of its Subsidiaries, natural resourceswill promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, hazardous and will keep or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received cause to be kept all such Real Property and are in compliance with all permits, licenses, certificates or other authorizations or approvals required vessels free and clear of them under applicable any Liens imposed pursuant to such Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs neither any Credit Agreement Party nor any of its Subsidiaries will generate, use, treat, store, Release or liabilities associated with Environmental Laws dispose of, or permit the generation, use, treatment, storage, Release or disposal of, Hazardous Materials on any Real Property or vessels owned, leased or operated by such Credit Agreement Party or any of its Subsidiaries, or relating transport or permit the transportation of Hazardous Materials to the Company or its subsidiariesfrom any such Real Property, except as required in the case ordinary course of each business of Holdings and its Subsidiaries as conducted on the Original Effective Date and as allowed by (and in compliance with) applicable law or regulation and except for any failures to comply with the requirements specified in clause (i) and or (ii) above, for any such failure to complywhich, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, have not had, and could not reasonably be expected to have, a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company . If Holdings or any of its subsidiaries under Subsidiaries, or any tenant or occupant of any Real Property or vessel owned, leased or operated by Holdings or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), each Credit Agreement Party agrees to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws in which a governmental entity is also a partyto remove and clean up any Hazardous Materials from any Real Property or vessel except where the failure to do so has not had, other than such proceedings that would and could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

Compliance with Environmental Laws. (a) (i) The Company will comply, and will use its subsidiaries best efforts to cause each of its Subsidiaries to comply, with Environmental Law applicable to its operations and those of its Subsidiaries and to the ownership, lease or operation of Real Property now or hereafter owned, leased or operated by the Company or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (xii) are neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage or Release of Hazardous Materials on, at, under or from any Real Property now or hereafter owned, leased or operated by the Company or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except to the extent that the failure to comply with the requirements specified in compliance clause (i) or (ii) above, either individually or in the aggregate taken together with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating exceptions to the protection of human health or safetyrepresentations and warranties set forth in Section 6.17, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have could not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with liability under Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, Law that could have a Material Adverse Effect; . If required to do so under any applicable legally binding directive or order of any Governmental Authority, the Company agrees to undertake, and (iii) except as described or incorporated by reference in cause each of its Subsidiaries to undertake, to the Registration Statementextent required under Environmental Law, the Time of Sale Information and the Prospectusany clean up, (x) there are no proceedings that are pendingremoval, remedial or that are known other action necessary to be contemplated, against address any Hazardous Materials at or emanating from any Real Property owned or operated by the Company or any of its subsidiaries under Subsidiaries in accordance with the requirements of Environmental Law and in accordance with such legally binding orders and directives of any Environmental Laws Governmental Authority, except to the extent that (x) the Company or such Subsidiary is contesting such order or directive in good faith and by appropriate proceedings and for which a governmental entity is also a party, other than adequate reserves have been established to the extent required by generally accepted accounting principles or (y) the failure to take any such proceedings that would action could not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (ia) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesEach Credit Agreement Party will comply, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of will cause each of (i) and (ii) above, for any such failure its Restricted Subsidiaries to comply, or failure to receive required permits, licenses or approvalswith all Environmental Laws and permits applicable to, or cost required by, the ownership, lease or liabilityuse of Real Property now or hereafter owned, leased or operated by each Credit Agreement Party or any of its Restricted Subsidiaries, except such noncompliances as would not, either individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws (z) none other than Liens imposed on leased Real Property resulting from the acts or omissions of the Company owner of such leased Real Property or of other tenants of such leased Real Property who are not within the control of a Credit Agreement Party). Except as have not had, and would not reasonably be expected to have, a Material Adverse Effect, no Credit Agreement Party nor any of its subsidiaries anticipates capital expenditures relating Restricted Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the generation, use, treatment, storage, Release or disposal of Hazardous Materials on any Real Property now or hereafter owned, leased or operated by such Credit Agreement Party or any of its Restricted Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except for Hazardous Materials generated, used, treated, stored, Released or disposed of at any such Real Properties or transported to or from such Real Properties in compliance with all applicable Environmental Laws that would be material to and as required or reasonable in connection with the Company normal operation, use and maintenance of the business or operations of Holdings or any of its consolidated subsidiaries taken as a wholeRestricted Subsidiaries.

Compliance with Environmental Laws. Each of the Company and the Subsidiaries is (i) The Company and its subsidiaries (x) are in compliance with any and all applicable U.S. or non-U.S. federal, state, state and local and foreign laws, rules, regulations, requirements, regulations decisions and orders relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice; (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each . Neither the Company nor any of the Registration StatementSubsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, the Time Compensation, and Liability Act of Sale Information and the Prospectus1980, (x) there are no proceedings that are pendingas amended, or that are known to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of its subsidiaries under the Subsidiaries to investigate or remediate any Environmental Laws in which a governmental entity is also a partypollutants or contaminants, other than except where such proceedings that requirements would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect, (y) whether or not arising from transactions in the ordinary course of business. In the ordinary course of its business, the Company periodically reviews the effects of Environmental Laws on the business, operations and properties of the Company and its subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any issues regarding capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesto third parties). On the basis of such review, pollutants or contaminants, the Company has reasonably concluded that such associated costs and liabilities would reasonably be expected, individually or in the aggregate, to not have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

Compliance with Environmental Laws. The Company (i) The Company is, and its subsidiaries (x) are at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any and all applicable federalgovernmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local and foreign lawsauthority, rules, regulations, requirements, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)) applicable to such entity, (y) have received which compliance includes, without limitation, obtaining, maintaining and are in compliance complying with all permits, licenses, certificates or other permits and authorizations or and approvals required of them under applicable by Environmental Laws to conduct their respective businesses, and (zii) have has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under for or relating to any Environmental Lawsother obligation concerning the presence, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge except in the case of any event clause (i) or condition that would (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except . Except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity authority is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effectimposed, (y) the Company and its subsidiaries are is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company, and (z) none of the Company and its subsidiaries anticipates does not anticipate material capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaws.

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are Except as set forth in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)Schedule 3.22, (ya)(i) have received there is and are has been no Handling of Substances by the Company or its Subsidiaries at, on, or from any Operating Site in compliance with all permits, licenses, certificates or other authorizations or approvals required violation of them under any applicable Environmental Laws to conduct their respective businessesLaw, and (zii) have not received notice to the Knowledge of the Company, there is and has been no Handling of Substances at, on, from any actual Operating Site, by any other Person that has resulted in any liability or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesSubsidiaries under any Environmental Law; (b) no Substances are present on, except in or under any Operating Site in violation of any applicable Environmental Law as a result of the case operations of each the Business of the Company or its Subsidiaries; (c) to the Knowledge of the Company, (i) no underground tanks are or have been owned or operated by the Company or its Subsidiaries, (ii) no underground storage tanks are or have been located on, in or under any facility currently owned or leased by the Company or its Subsidiaries, and (iii) no PCBs or asbestos-containing materials are located on, in or under any facility currently owned or leased by the Company or its Subsidiaries; (d)(i) neither the Company nor any of its Subsidiaries has received written or, to the Knowledge of the Company, oral notice of any assertion by any governmental or regulatory agency or other Person that any of them may be a potentially responsible party in connection with any Substance disposal site, and (ii) aboveneither the Company nor any of its Subsidiaries has received written or, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each Knowledge of the Registration StatementCompany, the Time oral notice of Sale Information and the Prospectus, (x) there are no proceedings that are pending, any pending or that are known to be contemplated, threatened claims or any reasonable basis for a claim by any Person against the Company or any of its subsidiaries Subsidiaries under any Environmental Laws in which a governmental entity is also a partyLaw; (e) no Encumbrances have been, other than such proceedings that would not reasonably be expectedor are, individually imposed on the Business or in any of the aggregate, to have a Material Adverse Effect, assets of the Company or its Subsidiaries under any Environmental Law; and (yf) the Company and its subsidiaries are not aware of Subsidiaries have obtained all Permits and have made all reports and notifications required under any issues regarding compliance Environmental Law in connection with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none assets of the Company and its subsidiaries anticipates capital expenditures relating to any Subsidiaries and the operation of the Business, and is in material compliance with all applicable Environmental Laws that would be material Laws. Schedule 3.22 also contains a list and brief description of all filings by the Company or its Subsidiaries with, notices to the Company or its Subsidiaries from, and related reports to any governmental authority administering an Environmental Law including without limitation, filings made, corrective action taken, or citations and notices of violations received by the Company or its consolidated subsidiaries taken as a wholeSubsidiaries with respect to any Operating Site.

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

Compliance with Environmental Laws. Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) The the Company and its subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; , and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplatedthreatened, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $1,000,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effect, imposed and (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effectmaterial adverse effect on the capital expenditures, and (z) none earnings or competitive position of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholesubsidiaries.

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; , and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the ProspectusInformation, (x) there are no proceedings that are pendingpending or, or that are known to be the Company’s knowledge, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effectimposed, (y) the Company and its subsidiaries are not aware of any issues regarding their respective compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and (z) none of neither the Company and nor any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaws.

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

Compliance with Environmental Laws. Except as otherwise disclosed in the Disclosure Package and the Prospectus, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) The Company and its subsidiaries (x) are neither the Company, the Guarantor nor any of the Subsidiaries is in compliance with violation of any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law and foreign lawsany judicial or administrative interpretation thereof including any judicial or administrative order, rulesconsent, regulationsdecree or judgment, requirementsrelating to pollution or protection of human health, decisions the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and orders regulations relating to the protection release, in any form, or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, asbestos, asbestos containing materials, polychlorinated biphenyls, hazardous substances, petroleum and petroleum products (collectively, “Hazardous Materials”) or toxic substances to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or wastes, pollutants or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (yii) the Company, the Guarantor and the Subsidiaries have received all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with all permitstheir requirements, licenses(iii) there are no pending or, certificates to the best knowledge of the Company, the Guarantor and the Subsidiaries after reasonable investigation, threatened actions, suits, demands, demand letters, claims, liens, notices of noncompliance or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual violation or potential liability under responsibility, investigation or proceedings relating to any Environmental LawsLaw against the Company, including for Guarantor or any of the investigation Subsidiaries, (iv) there are no events, conditions or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition circumstances that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each liability of the Registration StatementCompany, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Guarantor or any of its subsidiaries the Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws, (v) neither the Company, the Guarantor nor any of the Subsidiaries is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any location and (vi) neither the Company, the Guarantor nor any of the Subsidiaries is a party to any order, judgment, decree or agreement, which imposes any obligation on any of them under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaw.

Compliance with Environmental Laws. (i) The Company and each of its subsidiaries (x) are Subsidiaries is in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions laws and orders regulation relating to the use, treatment, storage and disposal of toxic substances and protection of human health and safety or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental Laws”)) which are applicable to its business, except where the failure to comply would not reasonably be expected to result in a Material Adverse Effect; (yii) have neither the Company nor its Subsidiaries has received any written notice from any governmental authority or third party of an asserted claim under Environmental Laws; (iii) the Company and are in compliance with each of its Subsidiaries has received all material permits, licenses, certificates licenses or other authorizations or approvals required of them it under applicable Environmental Laws to conduct their respective businesses, its business and (z) have not received notice is in compliance with all material terms and conditions of any actual such permit, license or potential liability under approval, except where the failure to receive or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that comply would not reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iiiiv) except as described or incorporated by reference in each of to the Registration StatementCompany’s knowledge after reasonable due inquiry, the Time of Sale Information and the Prospectus, (x) there are no proceedings facts currently exist that are pending, or that are known to be contemplated, against will require the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, Subsidiaries to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance make future material capital expenditures to comply with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, ; and (zv) none of no property which is or has been owned, leased or occupied by the Company and or its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material Subsidiaries has been designated as a Superfund site pursuant to the Company and its consolidated subsidiaries taken 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 wholecontaminated site under applicable state or local law. Neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under CERCLA.

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

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

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, state and local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of clauses (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses licenses, certificates, or other authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except Effect or would not require disclosure pursuant to the Commission’s Regulation S-K. Except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the ProspectusOffering Memorandum, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $10.0 million or more will be expected, individually or in the aggregate, to have a Material Adverse Effectimposed, (y) the Company and its subsidiaries are not aware of any issues regarding compliance noncompliance by them with Environmental Laws, or liabilities or other obligations of them under Environmental Laws or laws concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. There has been no storage, generation, transportation, handling, use, treatment, disposal, discharge, emission, contamination, release or other activity involving any kind of hazardous, toxic or other wastes, pollutants, contaminants, petroleum products or other hazardous or toxic substances, chemicals or materials (i“Hazardous Substances”) The by, due to, on behalf of, or caused by the Company and its subsidiaries or the Subsidiaries (xor, to the Company’s knowledge, any other entity for whose acts or omissions the Company is or may be liable) are in compliance with upon any and all property now or previously owned, operated, used or leased by the Company or the Subsidiaries, or upon any other property, which would be a violation of or give rise to any liability under any applicable federallaw, staterule, local and foreign lawsregulation, rulesorder, regulationsjudgment, requirementsdecree or permit, decisions and orders common law provision or other legally binding standard relating to the pollution or protection of human health or safety, and the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants environment (collectively, “Environmental LawsLaw”), (y) have received except for violations and are liabilities which, individually or in compliance with all permitsthe aggregate, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have could not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in have a Material Adverse Effect. There has been no disposal, discharge, emission, contamination or other release of any kind at, onto or from any such notice; (ii) there are no costs property or liabilities associated into the environment surrounding any such property of any Hazardous Substances with Environmental Laws of or relating respect to which the Company or its subsidiariesany Subsidiary has knowledge, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of . To the Registration StatementCompany’s knowledge, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, events or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings circumstances that would not reasonably be expectedexpected to form the basis for an order for cleanup or remedial action, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There is no pending or, (y) to the Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company and its subsidiaries are not aware of or any issues regarding compliance with Environmental LawsSubsidiary, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expectedexcept in each case which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and (z) none . No property of the Company and its subsidiaries anticipates capital expenditures relating or any Subsidiary is subject to any Lien under any Environmental Law. Neither the Company nor any Subsidiary is subject to any order, decree, agreement or other individualized legal requirement related to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaw.

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

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

Compliance with Environmental Laws. Each of the Company and the Subsidiaries is (i) The Company and its subsidiaries (x) are in compliance with any and all applicable U.S. or non-U.S. federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to health and safety, or the pollution or the protection of human health the environment or safety, the environment, natural resources, hazardous or toxic substances or of wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under for damages to natural resources or relating to any Environmental Laws, including for the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case except where such notice; (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each . Neither the Company nor any of the Registration StatementSubsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, the Time Compensation, and Liability Act of Sale Information and the Prospectus1980, (x) there are no proceedings that are pendingas amended, or that are known to be contemplated, against any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring the Company or any of its subsidiaries under the Subsidiaries to investigate or remediate any Environmental Laws in which a governmental entity is also a partypollutants or contaminants, other than except where such proceedings that requirements would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect, (y) whether or not arising from transactions in the ordinary course of business. In the ordinary course of its business, the Company periodically reviews the effects of Environmental Laws on the business, operations and properties of the Company and its subsidiaries are not aware the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any issues regarding capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesto third parties). On the basis of such review, pollutants or contaminants, the Company has reasonably concluded that such associated costs would reasonably be expected, individually or in the aggregate, to not have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

Compliance with Environmental Laws. Landlord covenants that during the Lease Term, Landlord shall comply with all Environmental Laws in accordance with, and as required by, the TCCs of Article 24 of this Lease. Tenant shall not sell, use, or store in or around the Premises any Hazardous Materials, provided that the use or storage of Hazardous Materials shall be permitted to the extent the same is performed in accordance with applicable Environmental Laws, and subject to Tenant’s receipt, at Tenant’s sole cost, of all applicable permits and required governmental approvals. In addition, Tenant agrees that it: (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating shall not cause or suffer to the protection of human health or safetyoccur, the environmentrelease, natural resourcesdischarge, hazardous escape or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice emission of any actual or potential liability Hazardous Materials at, upon, under or relating to within the Premises or any Environmental Laws, including for the investigation contiguous or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeadjacent premises; (ii) there are no costs shall not engage in activities at the Premises that could result in, give rise to, or liabilities associated with Environmental Laws of or relating lead to the Company imposition of liability upon Tenant or its subsidiaries, except in Landlord or the case creation of each of (i) and (ii) above, for any such failure to comply, a lien upon the building or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in land upon which the aggregate, have a Material Adverse EffectPremises is located; and (iii) except as described shall notify Landlord promptly following receipt of any knowledge with respect to any actual release, discharge, escape or incorporated by reference emission (whether past or present) of any Hazardous Materials at, upon, under or within the Premises; (iv) shall promptly forward to Landlord copies of all orders, notices, permits, applications and other communications and reports in each connection with any release, discharge, escape or emission of any Hazardous Materials at, upon, under or within the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Premises or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually contiguous or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectadjacent premises, and (zv) none in connection with Tenant’s surrender of the Company Premises upon the expiration or earlier termination of this Lease, Tenant shall deliver the same free of Hazardous Materials brought upon, kept or used in or about the Premises by any persons during the period of Tenant’s lease of, use of, or occupancy of, the Premises, and its subsidiaries anticipates capital expenditures relating shall obtain and provide to Landlord (A) any Environmental Laws that would be material and all licenses, clearances or other authorizations of any kind required to permit the presence of Hazardous Materials in the Premises by any governmental or quasi-governmental agency having jurisdiction over the use, storage, release or removal of Hazardous Materials, (B) evidence from the applicable governmental entities of “closure” of all permits which had been required for Tenant’s use of the Premises, together with “no further action letters” from such applicable governmental entities and a “no further action letter” for unrestricted future use of the Premises, and (C) a Phase I report with regard to the Company Premises. Landlord and its consolidated subsidiaries taken as Tenant hereby agree that for purposes of establishing a wholebaseline, Landlord shall, promptly following the Effective Date of this Lease, obtain and provide to Tenant an updated Phase I report with regard to the Premises.

Compliance with Environmental Laws. (i) The Company Parent and its subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safetysafety as such relates to exposure to hazardous or toxic substances, wastes, pollutants or contaminants, the environment, natural resources, or the release, discharge, storage, treatment, generation, use, transportation, recycling or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; , and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company Parent or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liabilityliability (whether accrued, contingent, fixed, determinable, determined or otherwise), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the ProspectusProspectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, party and (y) the Company Parent and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

Compliance with Environmental Laws. (a) (i) The Company Parent will comply with all Environmental Laws applicable to the ownership or use of its Real Property now or hereafter owned or operated by the Credit Parties, and its subsidiaries will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (xii) are no Credit Party will generate, use, treat, store, Release, dispose of, threaten to Release, or permit the generation, use, treatment, storage, release or disposal of, Hazardous Materials on any Real Property now or hereafter owned or operated by any Credit Party, or transport or permit the transportation of Hazardous Materials to or from any such Real Property, except in material compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws and as may be reasonably required in connection with the operation, use and maintenance of such Real Property by any Credit Party’s business, unless any failures to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for comply with the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result requirements specified in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of clause (i) and or (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, (x) have not had and (y) could not reasonably be expected to have, a Material Adverse Effect; and . If any Credit Party or any tenant or occupant of any Real Property now or hereafter owned or operated by such Credit Party, causes or permits any intentional or unintentional act or omission resulting in the presence or Release or threat of Release of any Hazardous Material (iiiexcept in material compliance with applicable Environmental Laws) except as described at or incorporated by reference in each of the Registration Statementfrom any Real Property, the Time Credit Party agrees, if required to do so under any final applicable directive or order of Sale Information and the Prospectusany governmental agency, (x) there are no proceedings that are pendingto undertake, or that are known and/or to be contemplated, against the Company or cause any of its subsidiaries under Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws in which a to remove and clean up any Hazardous Materials from any Real Property, and, if required by any governmental entity is also a partyagency under applicable law to restore any natural resources, other than such proceedings that would except where the failure to do so could not reasonably be expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. Except as described in each Applicable Prospectus or except as would not, singly or in the aggregate, result in a Material Adverse Change, (i) The the Company has not been advised, and has no reason to believe, that either the Company or any of its subsidiaries (x) are is in compliance with violation of any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code or rule of common law or any binding and foreign lawsenforceable judicial or administrative interpretation thereof, rulesincluding any binding and enforceable judicial or administrative order, regulationsconsent, requirementsdecree or judgment, decisions and orders relating to the pollution or protection of human health or safetythe environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws and regulations relating to the environmentrelease or threatened release of chemicals, natural resourcespollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or toxic substances petroleum products (collectively, “Hazardous Materials”) or wastesto the manufacture, pollutants processing, distribution, use, treatment, storage, disposal, transport or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (yii) the Company has not been advised, and has no reason to believe, that the Company and its subsidiaries do not have received and are in compliance with all permits, licenses, certificates or other authorizations or and approvals required of them under any applicable Environmental Laws to conduct operate the business of the Company as currently conducted or are not each in compliance with their respective businessesrequirements, and (ziii) have not received notice there are no pending or to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of any actual noncompliance or potential liability under violation, investigation or proceedings relating to any Environmental Laws, including for Law against the investigation Company or remediation any of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsits subsidiaries and (iv) the Company has not been advised, and have has no knowledge of reason to believe, that there are any event events or condition circumstances that would might reasonably be expected to result in any such notice; (ii) there are no costs form the basis of an order for clean-up or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complyremediation, or failure to receive required permitsan action, licenses suit or approvals, proceeding by any private party or cost governmental body or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplatedagency, against the Company or any of its subsidiaries under relating to Hazardous Materials pursuant to any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with applicable Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company Parent and its subsidiaries are (x) are in compliance with any and all applicable federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, the “Environmental Laws”), Laws”); (y) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses and are in compliance with all terms and conditions of any such permits, licenses or approvals; and (z) have not received notice of any actual or potential liability under or relating to any Environmental LawsLaw, including for except in any such case where the investigation failure to comply with Environmental Laws or remediation of any disposal failure to receive or release of hazardous to comply with such permits, licenses or toxic substances approvals individually or wastes, pollutants or contaminants, in the aggregate has not had and have no knowledge of any event or condition that would is not reasonably be expected likely to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesa Material Adverse Effect, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) Prospectus there are no proceedings that are pending, or that are known to be contemplated, against the Company Parent or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed. In the ordinary course of its business, the Parent and its subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); and on the basis of such review, have reasonably concluded that would not reasonably be expectedsuch associated costs and liabilities, individually or in the aggregate, have not had and are not reasonably likely to have result in a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, except as set forth in or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or contemplated in the aggregateRegistration Statement, to have a Material Adverse Effect, the Time of Sale Information and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeProspectus.

Compliance with Environmental Laws. Except as otherwise disclosed in the Disclosure Package and the Offering Memorandum, except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect (i) The Company and its subsidiaries (x) are neither the Company, the Guarantor nor any of the Subsidiaries is in compliance with violation of any and all applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law and foreign lawsany judicial or administrative interpretation thereof including any judicial or administrative order, rulesconsent, regulationsdecree or judgment, requirementsrelating to pollution or protection of human health, decisions the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and orders regulations relating to the protection release, in any form, or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, asbestos, asbestos containing materials, polychlorinated biphenyls, hazardous substances, petroleum and petroleum products (collectively, “Hazardous Materials”) or toxic substances to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or wastes, pollutants or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), (yii) the Company, the Guarantor and the Subsidiaries have received all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with all permitstheir requirements, licenses(iii) there are no pending or, certificates to the best knowledge of the Company, the Guarantor and the Subsidiaries after reasonable investigation, threatened actions, suits, demands, demand letters, claims, liens, notices of noncompliance or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual violation or potential liability under responsibility, investigation or proceedings relating to any Environmental LawsLaw against the Company, including for Guarantor or any of the investigation Subsidiaries, (iv) there are no events, conditions or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition circumstances that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each liability of the Registration StatementCompany, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Guarantor or any of its subsidiaries the Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws, (v) neither the Company, the Guarantor nor any of the Subsidiaries is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any location and (vi) neither the Company, the Guarantor nor any of the Subsidiaries is a party to any order, judgment, decree or agreement, which imposes any obligation on any of them under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaw.

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

Compliance with Environmental Laws. (i) The Each property owned, leased or operated by the Parent or any of its subsidiaries, including, without limitation, the Environment (as defined below) within the perimeter boundaries of and associated with such property, is free of any Hazardous Substance (as defined below), except for Hazardous Substances that would not reasonably be expected to result in a Material Adverse Effect; (ii) no condition, including any Release, exists on, in, under or from any property owned, leased or operated by the Parent or any of its subsidiaries or, to the knowledge of the Company and the Parent, other property that has resulted or could result in the incurrence of liabilities by the Parent or any of its subsidiaries under or any violations by the Parent or any of its subsidiaries of any Environmental Law, give rise to the imposition of any Lien under any Environmental Law, or cause or constitute a health, safety or environmental hazard to any property, person or entity, except in each case that would not reasonably be expected to have a Material Adverse Effect; (iii) neither the Parent or any subsidiary nor, to the knowledge of the Company and the Parent, any tenant of any of the properties owned, leased or operated by the Parent or any of its subsidiaries has received any notice of a claim, potential liability or violation under or pursuant to any Environmental Law including with respect to Hazardous Substances on or originating from such property, except for any such claims which would not reasonably be expected to have a Material Adverse Effect; (iv) no property owned, leased or operated by the Parent or any of its subsidiaries is included or, to the knowledge of the Company and the Parent, proposed for inclusion on the National Priorities List issued pursuant to the Comprehensive Environmental Response Compensation Liability Act (“CERCLA”) by the United States Environmental Protection Agency (the “EPA”), nor has the Parent or any subsidiary received any notice from the EPA or any other governmental authority proposing the inclusion of any such property on such list; (v) the Parent and each of its subsidiaries and, to the knowledge of the Company and the Parent, each tenant at any of the properties owned, leased or operated by the Parent and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yA) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (zB) have not received notice are in compliance with all terms and conditions of any actual such permit, license or potential liability under or relating to any approval and all applicable Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the each case of each of (i) and (ii) abovewhere such noncompliance, for any such failure to comply, or failure to receive required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses, approvals or cost or liability, as applicable Environmental Laws would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect; and (iiivi) except as described neither the Parent nor its subsidiaries (nor their respective predecessor entities) are subject to any costs or incorporated by reference in each liabilities arising under Environmental Laws or resulting from any Hazardous Substances (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, properties or that are known to be contemplated, against the Company compliance with Environmental Laws or any of its subsidiaries under permit, license or approval, any Environmental Laws in related constraints on operating activities and any potential liabilities to third parties) which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

Compliance with Environmental Laws. Except as would not involve, individually or in the aggregate, a Material Change: (i) The neither the Company and nor its subsidiaries (x) are Subsidiary is in compliance with violation of any and all applicable federalFederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to the protection release or threatened release of human health or safetychemicals, the environmentpollutants, natural resourcescontaminants, wastes, toxic substances, hazardous substances, petroleum or toxic substances petroleum products (collectively, “Hazardous Materials”) or wastesto the manufacture, pollutants processing, distribution, use, treatment, storage, disposal, transport or contaminants handling of Hazardous Materials (collectively, “Environmental Laws”), ; (yii) the Company and its Subsidiary have received and are in compliance with all material permits, licenses, certificates or other authorizations or and approvals required of them under any applicable Environmental Laws and are each in compliance in all material respects with their requirements; (iii) there are no pending or, to conduct their respective businessesthe Company’s actual knowledge, and (z) have not received notice threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of any actual noncompliance or potential liability under violation, investigation or proceedings relating to any Environmental Laws, including for Law against the investigation Company or remediation any of any disposal its subsidiaries; and (iv) there are no events or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition circumstances that would might reasonably be expected to result in form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any such notice; (ii) there are no costs private party or liabilities associated with Environmental Laws of governmental body or relating to agency, against or affecting the Company or any of its subsidiariessubsidiaries relating to Hazardous Materials or any Environmental Laws. There has been no disposal, discharge, emission contamination or other release of any kind at, onto or from any such property or into the environment surrounding any such property of any Hazardous Substances with respect to which the Company has knowledge, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described Change. The Company has not agreed to assume, undertake or incorporated by reference in each provide indemnification for any liability of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries other person under any Environmental Laws in which a governmental entity is also a partyLaw, other than such proceedings that would not reasonably be expectedincluding any obligation for cleanup or remedial action, except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregateChange. There is no pending or, to have a Material Adverse Effect, and (z) none the best of the Company and its subsidiaries anticipates capital expenditures Company’s knowledge, threatened administrative, regulatory or judicial action, claim or notice of noncompliance or violation, investigation or proceedings relating to any Environmental Laws that would be material Law against the Company. No property of any Company is subject to the any Lien under any Environmental Law. The Company and its consolidated subsidiaries taken as a wholeis not subject to any order, decree, agreement or other individualized legal requirement related to any Environmental Law.

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

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

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

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

Compliance with Environmental Laws. (a) (i) The Company Holdings will comply, and will cause each of its subsidiaries (x) are Subsidiaries to comply, in compliance all material respects with any and all Environmental Laws applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection ownership or use of human health its Real Property now or safetyhereafter owned or operated by Holdings or any of its Subsidiaries, will promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, and will keep or cause to be kept all such Real Property free and clear of any Liens imposed pursuant to such Environmental Laws and (ii) neither Holdings nor any of its Subsidiaries will generate, use, treat, store, Release or dispose of, or permit the environmentgeneration, natural resourcesuse, hazardous treatment, storage, release or toxic substances disposal of, Hazardous Materials on any Real Property owned or wastesoperated by Holdings or any of its Subsidiaries, pollutants or contaminants (collectivelytransport or permit the transportation of Hazardous Materials to or from any such Real Property, “Environmental Laws”), (y) have received and are except in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws and reasonably required in connection with the operation, use and maintenance of such Real Property by Holdings’ or such Subsidiary’s business, unless any failures to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for comply with the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result requirements specified in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of clause (i) and or (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, either individually or in the aggregate, (x) have not had (unless same has ceased to exist in all respects) and (y) are not reasonably likely to have, a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company . If Holdings or any of its subsidiaries Subsidiaries, or any tenant or occupant of any Real Property owned or operated by Holdings or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the presence or Release of any Hazardous Material (except in compliance with applicable Environmental Laws), Holdings agrees, if required to do so under any final applicable directive or order of any governmental agency, to undertake, and/or to cause any of its Subsidiaries, tenants or occupants to undertake, at their sole expense, any clean up, removal, remedial or other action required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so (x) has not had (unless same has ceased to exist in which a governmental entity all respects) and (y) is also a party, other than such proceedings that would not reasonably be expectedlikely to have, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

Compliance with Environmental Laws. The Company (i) The Company and its subsidiaries (x) are is in compliance in all material respects with any and all applicable foreign, federal, statestate and local laws, local and foreign lawsorders, rules, regulations, requirementsdirectives, decisions decrees and orders judgments relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) has received all permits, licenses or other approvals required of it under applicable Environmental Laws, to conduct its business as described in the Prospectus; and (yiii) have received and are is in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, terms and (z) have not received notice conditions of any actual such permit, license or potential liability under or relating to any approval, except where such noncompliance with Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvalsother approvals or failure to comply with the terms and conditions of such permits, licenses or cost or liability, as approvals would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there . There are no proceedings that are pending, costs or that are known to be contemplated, against the Company or any of its subsidiaries under any liabilities associated with Environmental Laws in (including, without limitation, any capital or operating expenditures required for clean-up and any potential liabilities to third parties) which a governmental entity is also a party, other than such proceedings that would not reasonably be expectedwould, individually or in the aggregate, to have a Material Adverse Effect. To the Company’s knowledge, (y) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company and its subsidiaries there are not aware of any issues regarding compliance with Environmental Laws, no events or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, circumstances that would reasonably be expectedexpected to form the basis of an order for clean-up or remediation, individually or in the aggregatean action, to have a Material Adverse Effectsuit or proceeding by any private party or governmental body or agency, and (z) none of against or affecting the Company and or any of its subsidiaries anticipates capital expenditures predecessors in interest relating to hazardous materials or any Environmental Laws Laws. No property that would be material is or has been owned, leased or occupied by the Company or its Subsidiary has been designated as a Superfund Site pursuant to the Company and its consolidated subsidiaries taken 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 wholecontaminated site under applicable state or local law and the Company has not been named as a “potentially responsible party” under CERCLA.

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Registration Statement, the Pricing Disclosure Package and its the Prospectus, the Company, MPT and their respective subsidiaries (x) and, to the knowledge of the Issuers and the Guarantors, each tenant of the Properties, are in compliance with any with, and all applicable federalthe Company, stateMPT and each of their respective subsidiaries and, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection knowledge of human health or safetythe Issuers and the Guarantors, each tenant of the environmentProperties, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with hold all permits, licensesauthorizations and approvals required under Environmental Laws (as defined below), certificates except to the extent that failure to so comply or other to hold such permits, authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pendingpast or present conditions, circumstances, activities, practices, or actions or omissions on the part of the Company, MPT or their respective subsidiaries that are known would reasonably be expected to be contemplatedgive rise to any material costs or liabilities to the Company, against the Company MPT or any of its their respective subsidiaries under under, or to interfere with or prevent material compliance by the Company, MPT or any of their respective subsidiaries with, Environmental Laws in which a governmental entity is also a party, other than such proceedings that Laws; except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) the Company ; and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that except as would reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, neither the Company, MPT nor any of their respective subsidiaries (zi) none is the subject of any investigation, (ii) has received any notice or written claim, (iii) is a party to or affected by any pending or, to either of the Company and its subsidiaries anticipates capital expenditures Issuers’ or the Guarantors’ knowledge, threatened action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Laws that would be material Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to the Company protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and its consolidated subsidiaries taken as a whole“Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law).

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, Except as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect; and (iii) except Effect or as described or incorporated by reference disclosed in each of the Registration StatementOffering Memorandum: the Issuers, the Time of Sale Information Escrow Guarantor, the Surviving Issuers, the Guarantors, and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its their respective subsidiaries are not aware of any issues regarding in compliance with Environmental Lawsall applicable federal, state, local and foreign laws and regulations relating to pollution or liabilities or other obligations under Environmental Laws or concerning protection of human health (to the extent relating to exposure to hazardous or toxic substances or wastes, pollutants pollutants, contaminants, chemicals, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), including, without limitation, laws and regulations relating to emissions, discharges, releases or contaminantsthreatened releases of Materials of Environmental Concern, or otherwise relating to the use, generation, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, “Environmental Laws”); neither the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors nor any of their respective subsidiaries has received written notice of any claim, investigation, action or cause of action filed with a court or governmental authority, violation, or actual or potential liability under Environmental Law (collectively, “Environmental Claims”), and, to the knowledge of the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, no such Environmental Claims have been threatened against the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors and their respective subsidiaries or any person or entity whose liability for any Environmental Claim, the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors and their respective subsidiaries have retained or assumed either contractually or by operation of law; and to the knowledge of the Issuers, the Escrow Guarantor, the Surviving Issuers and the Guarantors, there has been no activity, circumstance, condition, event or occurrence, including, without limitation, the release, emission, discharge, presence or disposal of any Materials of Environmental Concern, that would reasonably be expected, individually expected to result in a violation of or in the aggregate, to have a Material Adverse Effect, and (z) none liability of the Company Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors or any of their respective subsidiaries under Environmental Laws or form the basis of an Environmental Claim against the Issuers, the Escrow Guarantor, the Surviving Issuers, the Guarantors or any of their respective subsidiaries or against any person or entity whose liability for any Environmental Claim the Parent and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholehave retained or assumed either contractually or by operation of law.

Compliance with Environmental Laws. (i) The Company and its subsidiaries (xA) are and, since January 1, 2017, have been in compliance with any and all applicable federal, state, local and foreign lawslaws (including common law), rules, regulations, requirements, decisions and orders relating to the protection of human health or and safety, the environment, natural resources, environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (yB) have received and are and, since January 1, 2017, have been in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws (collectively “Environmental Permits”) to conduct their respective businesses; (C) except as described in the Offering Memorandum, and (z) have not received any notice or claim relating to Environmental Laws, including, without limitation, any notice or claim of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice or claim; and (D) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law and (ii) there are no costs or liabilities (whether accrued, contingent, absolute, determined, determinable or otherwise) associated with Environmental Laws or Environmental Permits, including, without limitation, any capital or operating expenditures required for cleanup, investigation or closure of properties or compliance with Environmental Laws or Environmental Permits, any related constraints on operating activities and any potential liabilities to third parties, of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permitsEnvironmental Permits, licenses or approvalsorder, decree, or agreement, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Disclosure Package and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesProspectus, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including except for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, matters as would not, individually or in the aggregate, have a Material Adverse Effect; Effect or be required to be disclosed in the Prospectus pursuant to the Securities Act, the Company, the Subsidiary Guarantors and (iii) except as described or incorporated by reference in each the other subsidiaries of the Registration StatementCompany (or, to the Time knowledge of Sale Information the Company or the Subsidiary Guarantors, any other entity for whose acts or omissions the Company is or the Subsidiary Guarantors are or may be liable) (1) are conducting and have conducted their businesses, operations and facilities in compliance with Environmental Laws (as defined below); (2) possess and maintain in full force and effect any and all permits, licenses or registrations required under Environmental Law for the Prospectusconduct of their businesses (“Environmental Permits”); (3) have not, pursuant to any contract, assumed responsibility to cure any currently identified material liability under Environmental Law or to remediate any currently identified Hazardous Substances (xas defined below) there spill or release; (4) have not received any notice from a governmental authority or any other third party alleging any violation of Environmental Law or liability thereunder (including, without limitation, liability as a “potentially responsible party” and/or for costs of investigating or remediating sites containing Hazardous Substances and/or damages to natural resources); (5) are no proceedings that are pendingnot subject to any pending or, to the knowledge of the Company or that are known to be contemplatedthe Subsidiary Guarantors, threatened claim or other legal proceeding under any Environmental Laws against the Company or its subsidiaries; (6) do not have knowledge of any pending Environmental Law, or any unsatisfied condition in an Environmental Permit, or any release of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expectedHazardous Substances that, individually or in the aggregate, can reasonably be expected to have a Material Adverse Effect, (y) require any material capital expenditures to maintain the Company and its subsidiaries are not aware of any issues regarding Company’s or the subsidiaries’ compliance with Environmental LawsLaw or with their Environmental Permits; and (7) does not (A) rely on any third party for an indemnity for, or liabilities the contractual assumption of, any material remediation obligation or other obligations liability under Environmental Laws Law and (B) have reasonable cause to believe that such third party will default in its obligation to comply with such indemnity or contractual assumption. As used in this paragraph, “Environmental Laws” means any and all applicable federal, state, local, and foreign laws, statutes, ordinances, rules, regulations, requirements and common law, or any enforceable administrative or judicial interpretation, order, consent, decree or judgment thereof, relating to pollution or the protection of human health or the environment, including, without limitation, those relating to, regulating, or imposing liability or standards of conduct concerning hazardous (i) noise or odor, (ii) emissions, discharges, releases or threatened releases of Hazardous Substances into ambient air, surface water, groundwater or land, (iii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling of, or exposure to, Hazardous Substances, (iv) the protection of wildlife or endangered or threatened species, or (v) the investigation, remediation or cleanup of, or exposure to, any Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants or hazardous, dangerous or toxic substances substances, materials, constituents or wasteswastes or petroleum, pollutants petroleum products and their breakdown constituents, or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any other chemical substance regulated under Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaws.

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries Partnership Entities (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirementspermits, decisions decrees and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), and all past noncompliance with Environmental Laws has been settled and resolved without future obligation, (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, businesses and (z) have not received written notice and otherwise do not have knowledge of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesPartnership Entities, except except, in the case of each of (i) and (ii) above, as described in the Time of Sale Information and the Offering Memorandum or, for any such failure to comply, or failure to receive required permits, licenses or approvals, notices of liability or cost or liability, as would notas, individually or in the aggregate, would not have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the ProspectusOffering Memorandum, (x) there are no proceedings that are pending, or that are known to be contemplated, pending against the Company or any of its subsidiaries the Partnership Entities under any Environmental Laws in which a governmental entity is also a partyLaws, other than such proceedings that would not reasonably be expectedthat, individually or in the aggregate, to would not have a Material Adverse Effect, and (y) the Company and its subsidiaries Partnership Entities are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expectedthat, individually or in the aggregate, to would not have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.