Common use of Environmental Laws Clause in Contracts

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Carvana Parties nor any of its their respective subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Carvana Parties and its their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyCarvana Parties, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liensLiens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Carvana Parties or any of its their respective subsidiaries and (D) to the knowledge of the CompanyCarvana Parties, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Carvana Parties or any of its their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, state or 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus or and except as would not, singly or in the aggregate, be reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company Company, any of the Subsidiaries nor any of its subsidiaries the properties of the Company is in violation of any Environmental Laws (as defined below), (B) the Company, the Subsidiaries and the properties of the Company have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, 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 or Hazardous Material (as defined below) against the Company or any of the Subsidiaries or otherwise with regard to the properties of the Company, (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the properties of the Company, the Company or any of the Subsidiaries relating to Hazardous Materials or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, statestate or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or foreign statutecommon law), lawordinance, rule, regulation, ordinance, code, policy regulation or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, consent decree or judgment, judgment relating to pollution or the 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 the Comprehensive Environmental Response, Compensation and regulations relating to the release or threatened release Liability Act of chemicals1980, pollutantsas amended, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos42 U.S.C. Secs. 9601-containing materials or mold 9675 (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental LawsCERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (B) Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Company and its subsidiaries have all permitsSafe Drinking Water Act, authorizations and approvals required under 42 U.S.C. Secs. 300f-300j-26, as any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Companyabove statutes may be amended from time to time, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, and the regulations promulgated pursuant to the knowledge any of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsforegoing.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would notnot reasonably be expected to, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Transaction Entities, any of its subsidiaries their respective subsidiaries, any Related Entity or any of their respective properties is in violation of any Environmental Laws (as defined below), (B) the Transaction Entities, their respective subsidiaries, the Related Entities and the Properties have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law or Hazardous Material (as defined below) against the Transaction Entities, any of their respective subsidiaries or any Related Entity or any of the Properties, (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Transaction Entities, any of their respective subsidiaries, any Related Entity or any of the Properties relating to Hazardous Materials or any Environmental Laws, and (E) no Property is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, state, local or foreign statuteGovernmental Entity having or claiming jurisdiction over such Property pursuant to any other Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common law), ordinance, rule, regulation, ordinance, code, policy regulation or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, consent decree or judgment, judgment relating to pollution or the 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 the Comprehensive Environmental Response, Compensation and regulations relating to the release or threatened release Liability Act of chemicals1980, pollutantsas amended, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos42 U.S.C. Secs. 9601-containing materials or mold 9675 (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental LawsCERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (B) Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1388, and the Company and its subsidiaries have all permitsSafe Drinking Water Act, authorizations and approvals required under 42 U.S.C. Secs. 300f-300j-26, as any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Companyabove statutes may be amended from time to time, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, and the regulations promulgated pursuant to the knowledge any of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsforegoing.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, consent decree or judgment, relating to pollution or protection of human healthhealth and safety (including occupational health and safety), sustainability, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) ), natural resources or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of of, or exposure to, chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or radioactive substances, petroleum, petroleum products, asbestos-containing materials materials, polychlorinated biphenyls, per- and polyfluoroalkyl substances, greenhouse gases or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, discharge, emission or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations authorizations, registrations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law or Hazardous Materials against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, CHS, their subsidiaries or any of its subsidiaries the hospitals owned, leased or operated by them is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, standard, guide, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human healthhealth or safety, 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 substancessubstances (including, without limitation, asbestos, polychlorinated biphenyls, urea-formaldehyde insulation, petroleum or petroleum products, asbestos-containing materials or mold ) (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling handling, release or threatened release of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company Company, CHS, their subsidiaries and its subsidiaries each of the hospitals owned, leased or operated by them have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Company, CHS, their subsidiaries or any of its subsidiaries the hospitals owned, leased or operated by them and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, CHS, any of their subsidiaries or any of its subsidiaries the hospitals owned, leased or operated by them relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, : (A) each of the Company, its subsidiaries and their respective operations and facilities are in compliance with, and not subject to any known liabilities under, applicable Environmental Laws, which compliance includes, without limitation, having obtained and being in compliance with any permits, licenses or other governmental authorizations or approvals, and having made all filings and provided all financial assurances and notices, required for the ownership and operation of the business, properties and facilities of the Company or its subsidiaries under applicable Environmental Laws, and compliance with the terms and conditions thereof; (B) neither the Company nor any of its subsidiaries has received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (C) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company has received written notice, and no written notice by any person or entity alleging actual or potential liability on the part of the Company or any of its subsidiaries based on or pursuant to any Environmental Law pending or, to the best of the Company’s knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability under or pursuant to any Environmental Law the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; (D) neither the Company nor any of its subsidiaries is conducting or paying for, in violation whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject or a party to any applicable federalorder, statejudgment, local decree, contract or foreign statuteagreement which imposes any obligation or liability under any Environmental Law; (E) no lien, lawcharge, ruleencumbrance or restriction has been recorded pursuant to any Environmental Law with respect to any assets, regulationfacility or property owned, ordinance, code, policy operated or rule of common law leased by the Company or any judicial of its subsidiaries; and (F) there are no past or administrative interpretation thereofpresent actions, including any judicial activities, circumstances, conditions 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 wildlifeoccurrences, including, without limitation, laws and regulations relating to the release Release or threatened release Release of chemicalsany Material of Environmental Concern, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum that could reasonably be expected to result in a violation of or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required liability under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against on the part of the Company or any of its subsidiaries, including without limitation, any such liability which the Company or any of its subsidiaries and (D) to the knowledge has retained or assumed either contractually or by operation of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawslaw.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Company, the Operating Partnership nor any of its their respective subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) each of the Company Company, the Operating Partnership and its their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of either the CompanyCompany or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against either the Company Company, the Operating Partnership or any of its their respective subsidiaries and (D) to the knowledge of the CompanyCompany and the Operating Partnership, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting either the Company or any of its the Operating Partnership or their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Material Subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Material Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Material Subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-clean up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Material Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither Neither the Company nor any of its subsidiaries Subsidiaries is in violation in any material respect of any applicable 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 hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of their real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company’s knowledge, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Dura Material Adverse Effect, (A) neither the Company Dura nor any of its subsidiaries Subsidiary is in material violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law ordinance 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) Dura and the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the best knowledge of the CompanyDura, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Dura or any of its subsidiaries the Subsidiaries and (Div) to the best knowledge of the CompanyDura, there are no events or circumstances that would reasonably be expected to could form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Dura or any of its subsidiaries Subsidiary relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (i) except as would not, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (A) neither ; none of the Company Transaction Entities nor any of its their subsidiaries is are in violation of any applicable 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 permit or judgment, other requirement relating to pollution or protection of human health, health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, including without limitation, laws and regulations relating to the release emissions, discharges, releases or threatened release releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or and petroleum products, asbestos-containing materials or mold products (collectively, “Hazardous MaterialsMaterials of Environmental Concern”) ), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials of Environment Concern (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permitswhich violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations and approvals required under any applicable Environmental Laws for the operation of the business of the Transaction Entities or their business subsidiaries under applicable Environmental Laws, or noncompliance with the occupancy terms and conditions thereof, nor have the Transaction Entities or any of real their subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Transaction Entities or any of their subsidiaries are in violation of any Environmental Law; (ii) except as would not, individually or in the aggregate, have a Material Adverse Effect, there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Transaction Entities have received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by them and are each the Transaction Entities or any of their subsidiaries, now or in compliance in all material respects with their requirementsthe past (collectively, (C) there are no “Environmental Claims”), pending or, to the knowledge best of the CompanyTransaction Entities’ knowledge, threatened administrativeagainst the Transaction Entities or any of their subsidiaries or any person or entity whose liability for any Environmental Claim the Transaction Entities or any of their subsidiaries has retained or assumed either contractually or by operation of law, regulatory (iii) except as would not, individually or judicial actionsin the aggregate, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings orhave a Material Adverse Effect, to the knowledge best of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the CompanyTransaction Entities’ knowledge, there are no past, present or anticipated future actions, activities, circumstances, conditions, events or circumstances incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that would reasonably could result in a violation of any Environmental Law, require expenditures to be expected incurred pursuant to Environmental Law, or form the basis of an order for clean-up or remediation under any a potential Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, Claim against or affecting the Company Transaction Entities or any of its their subsidiaries relating to Hazardous Materials or against any person or entity whose liability for any Environmental Claim the Transaction Entities or any of their subsidiaries have retained or assumed either contractually or by operation of law; and (iv) neither the Transaction Entities nor any of their subsidiaries are subject to any pending or threatened proceeding under Environmental LawsLaw to which a governmental authority is a party and which is reasonably likely to result in monetary sanctions of $500,000 or more.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, state or 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, the Operating Partnership and the Subsidiaries, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, any of its subsidiaries subsidiaries, any Related Entity nor, to the actual knowledge of the Company after due inquiry, any of the Properties is in violation of any Environmental Laws (as defined below), (B) the Company, its subsidiaries, the Related Entities and, to the actual knowledge of the Company after due inquiry, the Properties have all permits, authorizations and approvals required under any applicable Environmental Laws and none of the Company, its subsidiaries or the Related Entities have received any notice that any of them or any of the Properties is not in compliance with their requirements, (C) none of the Company, its subsidiaries or any Related Entity have received notice of any 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 or Hazardous Material (as defined below) against the Company, any of its subsidiaries or any Related Entity or, to the actual knowledge of the Company after due inquiry, otherwise with regard to the Properties, (D) to the actual knowledge of the Company after due inquiry, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Properties, the Company, any of its subsidiaries or any Related Entity relating to Hazardous Materials or any Environmental Laws, and (E) to the actual knowledge of the Company after due inquiry, none of the Properties is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, statestate or local governmental authority pursuant to Environmental Laws. As used herein, “Hazardous Material” shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or foreign statutecommon law), lawordinance, rule, regulation, ordinance, code, policy regulation or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, consent decree or judgment, judgment relating to pollution or the 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 the Comprehensive Environmental Response, Compensation and regulations relating to the release or threatened release Liability Act of chemicals1980, pollutantsas amended, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos42 U.S.C. Secs. 9601-containing materials or mold 9675 (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental LawsCERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (B) Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Company and its subsidiaries have all permitsSafe Drinking Water Act, authorizations and approvals required under 42 U.S.C. Secs. 300f-300j-26, as any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Companyabove statutes may be amended from time to time, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, and the regulations promulgated pursuant to the knowledge any of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsforegoing.

Environmental Laws. Except as described in To the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Corporation's knowledge (Ai) neither the Company Corporation nor any of its subsidiaries Corporation Subsidiary is in violation of any applicable federal, provincial, state, local local, municipal or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law Law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, consent decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations including Laws relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”)") except where such violations would not be reasonably expected, on an individual or aggregate basis, to have a Material Adverse Effect, (Bii) the Company Corporation and its subsidiaries have each Corporation Subsidiary has all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each is in compliance in all material respects with their requirements, except where the failure to have such permits, authorizations and approvals would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect, and (Ciii) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liensLiens, notices of noncompliance non-compliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law Laws against the Company Corporation or any of its subsidiaries and (D) to the knowledge of the CompanyCorporation Subsidiary which, there are no events or circumstances that if determined adversely, would reasonably be expected to form have a Material Adverse Effect. Other than for ongoing legislative reporting, there are no environmental audits, evaluations, assessments, studies or tests that were commissioned by the basis Corporation or any Corporation Subsidiary respecting the business, operations, properties or facilities of an order for clean-up the Corporation or remediation under any Environmental LawCorporation Subsidiary or in which it has a direct or indirect economic interest. The Mining Claims are not located in any environmental conservation unit, whether 'full protection units' or 'sustainable use units', nor in their buffer zones, or an actionin Aboriginal protection areas. There is no tailings dam (or water dam) within, suit or proceeding within a radius of 100 km outside of, the areas covered by the Mining Claims. The Mining Claims are not located within any private party tailings (or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawswater) dam rescue zones.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Blue Bird Parties nor any of its their subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy legally binding 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 healthhealth (as related to exposure to Hazardous Materials (defined below)), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company each Blue Bird Party and its subsidiaries have all permits, authorizations and approvals required for their respective operations under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyBlue Bird Parties, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company any Blue Bird Party or any of its their subsidiaries and (D) to the knowledge of the CompanyBlue Bird Parties, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company any Blue Bird Party or any of its their subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Transaction Entities or any of its their respective subsidiaries is in has given notice to any tenant under a Lease of a default by such tenant under such Lease arising from a violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”)) or has actual knowledge of any such violation, (B) the Company Transaction Entities and its their respective subsidiaries have obtained all permits, authorizations and approvals under any applicable Environmental Laws required to be obtained by them under the Lease and are each in compliance with their requirements, and the Transaction Entities have no actual knowledge of any absence of, or non-compliance with, any permits, authorizations or approvals required under any applicable Environmental Laws for relating to any of the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirementsProperties, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any Environmental Law against the Transaction Entities, any of their respective subsidiaries or, to the knowledge of the CompanyTransaction Entities, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Properties, and (D) to the knowledge of the CompanyTransaction Entities, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company Transaction Entities, any of their respective subsidiaries or any of its subsidiaries the Properties relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectFinal Prospectus, (Ai) neither the Company nor any of its subsidiaries (A) is or has been in violation of any applicable foreign, federal, state, state or local or foreign statute, law, rule, regulation, judgment, order, decree, decision, ordinance, code, policy code or rule of other legally binding requirement (including 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 stratalaw) or wildlife, including, without limitation, laws and regulations relating to the release pollution, protection or threatened release restoration of chemicalsthe environment, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum wildlife or petroleum products, asbestos-containing materials natural resources; human health or mold (collectively, “Hazardous Materials”) safety; or to the manufacture, processing, distributiongeneration, use, handling, transportation, treatment, storage, disposaldischarge, transport disposal or handling of release of, or exposure to, any Hazardous Materials Substance (as defined below) (collectively, “Environmental Laws”), (B) is conducting or funding, in whole or in part, any investigation, remediation, monitoring or other corrective action pursuant to any Environmental Law, including to address any actual or suspected Hazardous Substance, (C) has received notice of, or is subject to any action, suit, claim or proceeding alleging, any actual or potential liability under, or violation of, any Environmental Law, including with respect to any Hazardous Substance, (D) is party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law, or (E) is or has been in violation of, or has failed to obtain and maintain, any permit, license, authorization, identification number or other approval required under applicable Environmental Laws; (ii) to the knowledge of the Company and its subsidiaries have all permitssubsidiaries, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no facts or circumstances that would reasonably be expected to result in any violation of or liability under any Environmental Law, including with respect to any Hazardous Substance; and (iii) neither the Company nor any of its subsidiaries (A) is subject to any pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances in which a governmental entity is also a party that would reasonably be expected to form the basis result in a fine or penalty of an order for clean-up $300,000 or remediation under any Environmental Lawmore, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting nor does the Company or any of its subsidiaries know any such proceeding is contemplated or (B) reasonably anticipates any capital expenditures relating to Hazardous Materials or any Environmental Laws, except in the case of clauses (i), (ii) and (iii)(B) above, for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this subsection, “Hazardous Substance” means (y) any pollutant, contaminant, petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos, asbestos-containing materials, polychlorinated biphenyls or toxic mold, and (z) any other toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous chemical, material, waste or substance.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor any of its subsidiaries Partnership Entities is in violation of any applicable 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 Release (defined below) or threatened release Release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Partnership Entities have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Partnership Entities and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental EntityAuthority, against or affecting the Company or any of its subsidiaries the Partnership Entities relating to Hazardous Materials or any Environmental Laws. The term “Release” means any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, or migrating in, into or through the environment, or in, into from or through any building or structure.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect: (A) the Company and each of its subsidiaries are in compliance with and not subject to liability under Environmental Laws (as defined below), (AB) each of the Company and its subsidiaries has made all filings and provided all notices required under any Environmental Law, and is in compliance with all Permits required under any Environmental Laws and each of them is in full force and effect, (C) there is no civil, criminal or administrative action, suit, demand, claim, hearing, notice of violation, investigation, proceeding, notice or demand letter or request for information pending or, to the knowledge of the Company or any of its subsidiaries, threatened against the Company or any of its subsidiaries under any Environmental Law, (D) neither the Company nor any of its subsidiaries is conducting or paying for in violation whole or in part any investigation, response or other corrective action pursuant to any Environmental Law at any site or facility, nor is any of them subject to or a party to any applicable federalorder, statejudgment, local decree, contract or foreign statuteagreement that imposes any obligation or liability under any Environmental Law, law(E) neither the Company nor any of its subsidiaries owns, ruleoccupies, regulation, ordinance, code, policy operates or rule uses any real property contaminated with Hazardous Materials or is liable or allegedly liable for any Release or threatened Release of common law or any judicial or administrative interpretation thereofHazardous Materials, including at 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, asbestosoff-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, site treatment, storagestorage or disposal site, disposal, transport or handling of Hazardous Materials and (collectively, “Environmental Laws”), (BF) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Companysubsidiaries, there are no events or circumstances that would reasonably be expected to (1) form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental authority, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws or (2) result in a violation of or liability under any Environmental Laws on the part of the Company or any of its subsidiaries, including without limitation, any such liability that the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. To the knowledge of the Company, there are no requirements proposed for adoption or implementation under any Environmental Law that would, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. For purposes of this Agreement, “Environmental Laws” means the common law and all applicable foreign, federal, state and local laws (including international treaties, conventions and protocols) or regulations, codes, legally binding guidance policies, orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder by any applicable governmental authority, relating to pollution or protection of public or employee health and safety or the Environment, including, without limitation, laws relating to (x) emissions, discharges, Releases or threatened Releases of Hazardous Materials into the Environment and (y) the manufacture, processing, distribution, use, generation, treatment, storage, disposal, transport or handling of Hazardous Materials. “Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetlands, flora and fauna. “Hazardous Materials” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, crude oil, petroleum and petroleum products, regulated under any Environmental Law. “Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, escaping, migration, injection or leaching into the Environment.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of, or has incurred or is incurring or, to the knowledge of the Company, expects to incur any costs or liabilities under or relating to, any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law code or any binding judicial or administrative interpretation thereofthereof or any rule of common law, including any judicial or administrative order, consent, decree or judgmentjudgment issued to any of them, relating to pollution or protection of human healthhealth (in respect of exposure to hazardous materials), or 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them respective operations and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, law suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations in each case arising under or relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statementcould not reasonably be expected, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, : (Ai) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable United States federal, statestate or local, local or foreign any 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 emissions, discharges, release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or otherwise related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or any of its Subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its Subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its Subsidiaries is in violation of any Environmental Law; (Bii) the Company and its subsidiaries Subsidiaries have all material permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, ; (Ciii) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries, or any investigation with respect to which the Company or any of its Subsidiaries has received written notice or any written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Hazardous Materials at any location owned, leased or operated by the Company or any of its Subsidiaries, now or in the past; and (Div) to the knowledge of the Company’s knowledge, there are no events past or present actions, activities, events, conditions, incidents or circumstances that would might reasonably be expected to result in a violation of any Environmental Law or form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit suit, investigation or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or or, to the Company’s knowledge, foreign statute, law, rule, regulation, ordinance, code, policy code or rule of common law or any legally binding policy, or 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required for their respective operations under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings orinvestigations or proceedings, and neither the Company nor its subsidiaries is subject to the knowledge of the Companyany costs or liabilities, investigations in each case relating to any Hazardous Materials or Environmental Law against or relating to the Company or any of its subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of result in an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, (A) there are no facts or circumstances regarding compliance with Environmental Laws that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (B) neither the Company nor any of its subsidiaries (1) is subject to any pending administrative or judicial proceeding pursuant to any Environmental Law in which any governmental entity is also a party, other than such proceedings regarding which the Company reasonably believed no monetary sanctions of $100,000 or more will be imposed, nor does the Company or any of its subsidiaries know of any such proceeding being contemplated, by any Governmental Entity, or (2) anticipates any material capital expenditures relating to any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is is, or has been, in violation of any applicable international, 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, and including conventions adopted by the International Maritime Organization, 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, asbestos-containing materials materials, oily bilge water, harmful organisms or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”)) and to the knowledge of the Company, there is no condition or circumstance that would reasonably be expected to prevent, impede or add material expense to compliance with applicable Environmental Laws in the future, (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and subsidiaries, (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws, (E) neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, and (F) neither the Company nor its subsidiaries reasonably anticipates material capital expenditures relating to any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy 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 regulations relating to the release into the environment or threatened release into the environment of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, products or asbestos-containing materials or mold (collectively, “"Hazardous Materials”") or to the environmental aspects of the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (Bii) the Company and its subsidiaries have all permits, authorizations and approvals required for their respective operations under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (Ciii) there are no pending or, or to the knowledge of the Company, Company threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, violation or proceedings or, to the knowledge of the Company, investigations any investigation relating to any Environmental Law against the Company or any of its subsidiaries and (Div) to the knowledge of the Company, Company there are no known events or circumstances existing as of the date hereof that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would notnot reasonably be expected to, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Trust, the Operating Partnership or any of its subsidiaries Subsidiary is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Trust, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyTrust or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Trust, the Operating Partnership or any of its subsidiaries Subsidiary, and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company Trust, the Operating Partnership or any of its subsidiaries Subsidiary relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company Partnership Entities nor any of its subsidiaries ShipManagement is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy code or rule of common law or any final and legally binding 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, friable asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) each of the Company Partnership Entities and its subsidiaries ShipManagement has, or operates pursuant to, or at the Closing Time will have or will operate pursuant to all applicable permits, authorizations and approvals required to conduct its business in the manner described in the Registration Statement, General Disclosure Package and the Prospectus (and any documents incorporated by reference therein) under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyNavios Entities, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Partnership Entities or ShipManagement except for the matter involving the Navios Bonheur in Baltimore and (D) to the knowledge of the CompanyNavios Entities, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Partnership Entities or any of its subsidiaries ShipManagement relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would notnot reasonably be expected to, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is or has been in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Significant Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Significant Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, or to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Significant Subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Significant Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, state or 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, asbestos-containing asbestos‑containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up clean‑up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectProspectus, (A) neither the Company nor any of its subsidiaries Material Subsidiaries is in material violation of any applicable federal, state, provincial, local or foreign statute, law, rule, regulation, ordinance, code, policy or policy, rule of common law or any legally enforceable judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, or any other legally enforceable requirements relating to pollution or protection of human healthhealth or safety, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) ), natural resources, or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Material Subsidiaries have all material permits, licenses, certificates, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in material compliance in all material respects with with, and have not materially violated, their requirements, (C) to the knowledge of the Company, the Company and its Material Subsidiaries have not received written notice of any actual or potential material liability or obligation under or relating to, or any actual or potential material 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, (D) there are is no proceeding that is pending or, to the knowledge of the Company, threatened administrativethreatened, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Material Subsidiaries under any Environmental Laws in which a Governmental Entity is also a party, other than such proceeding that would reasonably be expected to give rise to liability under any Environmental Laws, singly or in the aggregate, that has or may reasonably be expected to have a Material Adverse Effect, and (DE) to the knowledge of the Company, there are no facts, events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation give rise to liability under any Environmental LawLaws, singly or an actionin the aggregate, suit that has or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating may reasonably be expected to Hazardous Materials or any Environmental Lawshave a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) to the knowledge of the Company, neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. (A) Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (Bii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for to conduct the operation of their business or the occupancy of real property by them as currently operated and are each in compliance in all material respects with their requirements, (Ciii) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries subsidiaries, and (Div) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws; and (B) except as described in the Registration Statement, the General Disclosure Package and the Prospectus, (i) there is no proceeding that is pending, or, to the 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 proceeding regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be imposed, (ii) 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 to result in a Material Adverse Effect, and (iii) none of the Company or its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would reasonably be expected to result in a Material Adverse Effect.

Environmental Laws. Except as described The Company and its Subsidiaries have obtained all Governmental Approvals which are required under Environmental Laws, and are in compliance with all terms and conditions of such Governmental Approvals, which the Registration Statement, the General Disclosure Package and the Prospectus failure to obtain or would not, singly or in the aggregate, to comply with could reasonably be expected to result in have a Material Adverse Effect. Each of the Company and its Subsidiaries is also in compliance with all other limitations, (A) neither restrictions, conditions, standards, prohibitions, requirements, obligations, schedules, and timetables contained in the Environmental Laws the failure with which to comply could have a Material Adverse Effect. Neither the Company nor any Subsidiary is aware of, or has received notice of, any past, present, or future events, conditions, circumstances, activities, practices, incidents, actions, or plans which, with respect to the Company or any of its subsidiaries is in violation Subsidiaries may interfere with or prevent compliance or continued compliance with Environmental Laws, or may give rise to any common-law or legal liability, or otherwise form the basis of any applicable federalclaim, stateaction, local demand, suit, proceeding, hearing, study, or foreign statuteinvestigation, law, rule, regulation, ordinance, code, policy based on 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or related to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy emission, discharge, release or threatened release into the environment, of real property by them any pollutant, contaminant, chemical, or industrial, toxic, or other Hazardous Material that could be reasonably expected to have a Material Adverse Effect; and are each in compliance in all material respects with their requirementsthere is no civil, (C) there are no criminal, or administrative action, suit, demand, claim, hearing, notice, or demand letter, notice of violation, investigation, or proceeding pending or, to the knowledge of the CompanyCompany or any Subsidiary, threatened administrativeafter due inquiry, regulatory or judicial actionsthreatened, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) Subsidiaries relating in any way to the knowledge of the Company, there are no events or circumstances Environmental Laws that would could be reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawshave a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would Prospectus, and except as could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, state or 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, 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, asbestos-containing asbestos‑containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law or Hazardous Materials against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up clean‑up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus Time of Sale Information or except as would not, singly individually or in the aggregate, reasonably be expected expect to result in have a Material Adverse Effect, (Ai) neither the Company nor any of its subsidiaries is in violation of has violated any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, code or binding policy or rule of common law or any binding judicial or administrative interpretation thereofthereof or of any rule of common law, including including, without limitation, any judicial or administrative order, consent, decree or judgmentjudgment issued to any of them, in each case relating to pollution or protection of human health, health (in respect of exposure to hazardous materials) or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or surface, subsurface strata) 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (Bii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them respective businesses and operations and are each in compliance in all material respects with their requirements, (Ciii) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actionsactions pending against, suits, and no written notice of any demands, demand letters, claims, liens, notices of noncompliance or violation, or threatened investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against have been received by the Company or any of its subsidiaries in each case arising under or related to any Environmental Law and (D) iv), to the knowledge of the Company, there are no events or circumstances presently existing that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or arising under any Environmental LawsLaws or otherwise would reasonably be expected to result in any liability under any Environmental Law.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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 substancessubstances (including, without limitation, asbestos, polychlorinated biphenyls, urea-formaldehyde, insulation, petroleum or petroleum products, asbestos-containing materials or mold ) (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries (including, without limitation, any claims relating to the purchases and other corporate transactions involving the current Subsidiaries and predecessor entities which currently are integrated with the Company and its Subsidiaries) and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of not its subsidiaries is in violation of any applicable 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 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, asbestos-asbestos containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of to conduct their business or as described in the occupancy of real property by them Registration Statement, the Pricing Disclosure Package and the Prospectus and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or any judicial or legally binding 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws (except for such permits, authorizations and approvals the operation absence of their business or the occupancy of real property by them which would not result in a Material Adverse Effect) and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus or and except as would not, singly or in the aggregate, be reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company, or the Subsidiaries, or any of the properties of the Company nor any of its subsidiaries or the Subsidiaries, is in violation of any Environmental Laws (as defined below), (B) the Company, or the Subsidiaries, the properties of the Company, or the Subsidiaries, and their properties, have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (C) there are no pending or, to the Company's knowledge, 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 or Hazardous Material (as defined below) against the Company or any of the Subsidiaries or otherwise with regard to the properties of the Company, (D) there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the properties of the Company, the Company or any of the Subsidiaries relating to Hazardous Materials or any Environmental Laws and (E) none of the properties of the Company is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency or on any similar list or inventory issued by any other federal, statestate or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Laws. As used herein, "Hazardous Material" shall mean any flammable explosives, radioactive materials, chemicals, pollutants, contaminants, wastes, hazardous wastes, toxic substances, mold, and any hazardous material as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, "Environmental Law" shall mean any applicable foreign, federal, state or local law (including statute or foreign statutecommon law), lawordinance, rule, regulation, ordinance, code, policy regulation or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, consent decree or judgment, judgment relating to pollution or the 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 the Comprehensive Environmental Response, Compensation and regulations relating to Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 ("CERCLA"), the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right- to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136- 136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (collectively, “Environmental Laws”Federal Water Pollution Control Act), (B) 33 U.S.C. Secs. 1251-1387, and the Company and its subsidiaries have all permitsSafe Drinking Water Act, authorizations and approvals required under 42 U.S.C. Secs. 300f-300j-26, as any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Companyabove statutes may be amended from time to time, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, and the regulations promulgated pursuant to the knowledge any of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsforegoing.

Environmental Laws. Except as described in None of the Registration StatementCompany, the General Disclosure Package Operating Partnership or any of their respective Subsidiaries (and, to the knowledge of the Company and the Prospectus Operating Partnership, no tenant or subtenant of any Property or portion thereof) is in violation of any Environmental Law (as defined below), including relating to the release of Hazardous Materials (as defined below), except as would not, singly not have a Material Adverse Effect either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyCompany or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companynoncompliance, investigations or proceedings relating to any Environmental Law against the Company such violation or any of its subsidiaries and (D) to the knowledge of the Company, there alleged violation. There are no events past or circumstances present events, conditions, circumstances, activities, practices, actions, omissions or plans that would could reasonably be expected to form give rise to any material costs or liabilities to the basis Company, the Operating Partnership or any of an order their Subsidiaries under, or to interfere with or prevent compliance by the Company, the Operating Partnership or any of their Subsidiaries with, Environmental Laws except where such non-compliance would not have a Material Adverse Effect. There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up up, closure of properties or remediation compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a Material Adverse Effect. “Environmental Law” means any federal, state or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials. “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, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries subsidiary is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries subsidiaries, if any, have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirementsLaws, (C) there are no pending or, or to the knowledge of the Company, Company threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. To the best knowledge of the Company, there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would have or be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Prospectus: (A) neither the Company nor any of its subsidiaries the Subsidiary is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”)) that would reasonably be expected to have a Material Adverse Effect, (B) the Company and its subsidiaries the Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirementsrequirements except for those that would not reasonably be expected to have a Material Adverse Effect, (C) there are no pending or, or to the knowledge of the Company, Company threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Subsidiary that would reasonably be expected to have a Material Adverse Effect and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries the Subsidiary relating to Hazardous Materials or any Environmental LawsLaws that would reasonably be expected to have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company XPO Parties nor any of its their subsidiaries is in violation of any applicable federal, state, local or or, to the Company’s knowledge, foreign statute, law, rule, regulation, ordinance, code, policy code or rule of common law or any legally binding judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human healthhealth (to the extent relating to exposure to Hazardous Materials (as defined below)), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company each XPO Party and its subsidiaries have all permits, authorizations and approvals required for their respective operations under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyXPO Parties’ knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company any XPO Party or any of its their subsidiaries and (D) to the knowledge of the CompanyXPO Parties’ knowledge, there are no events or circumstances that would reasonably be expected to form the basis of result in an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company any XPO Party or any of its their subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or and except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form result in forming the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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 healthhealth or safety (as it relates to exposure to Hazardous Materials), the protection of the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations those relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials Materials, which are applicable to their businesses, operations, and properties (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations authorizations, and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in None of the Registration StatementCompany, the General Disclosure Package and the Prospectus ONS or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries their respective Subsidiaries is in violation of any applicable federalFederal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) except for such violations as would not, individually or in the Company aggregate, result in a Material Adverse Effect. None of the Company, ONS or any of their respective Subsidiaries has received any notice from any governmental authority or third party of an asserted claim under any Environmental Law. The Company, ONS and its subsidiaries their respective Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there except for such permits, authorizations and approvals the absence of which would not, individually or in the aggregate, result in a Material Adverse Effect. There are no pending or, to the knowledge of the Company's knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Company, ONS or any of its subsidiaries and (D) their respective Subsidiaries, except for such actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings which if decided adversely to the knowledge Company, ONS or any of their respective Subsidiaries would not, individually or in the aggregate, result in a Material Adverse Effect. To the best of the Company's knowledge, there are no events or circumstances that would might reasonably be expected to form the basis of an any order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, ONS or any of its subsidiaries their respective Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, and (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not reasonably be expected to result in monetary penalties of $100,000 or more, 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 or any of its subsidiaries.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable federal, state, provincial, 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for to conduct their respective businesses as described in the operation of their business or Registration Statement, the occupancy of real property by them General Disclosure Package and the Prospectuses and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, to the knowledge of the Company, the Operating Partnership and any Subsidiary, as the case may be (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, or incorporated by reference into the General Disclosure Package and the Prospectus or Offering Memorandum and except as would not, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (A) neither with respect to the Company nor any ownership and operation of its subsidiaries is the Partnership Properties, none of the Partnership Entities are in violation of any applicable 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, health (to the extent relating to exposure to Hazardous Materials) or wildlife or pollution of 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) with respect to the Company ownership and its subsidiaries operation of the Partnership Properties, the Partnership Entities have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them under any applicable Environmental Laws and are each in compliance in all material respects with their requirements, (C) there are no pending or, with respect to the knowledge ownership and operation of the CompanyPartnership Properties, no Partnership Entity has received written notice of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings orrelating to any Environmental Law against any of the Partnership Entities, and (D) with respect to the ownership and operation of the Partnership Properties, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the CompanyMemorial Parties, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries the Partnership Entities relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Prospectus and the Disclosure Package and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its their respective subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyCompany or the Operating Partnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Company, the Operating Partnership or any of its their respective subsidiaries and (D) to the knowledge of the CompanyCompany and the Operating Partnership, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its their respective subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as otherwise described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Transaction Entities or any Subsidiary has authorized or conducted or has knowledge of its subsidiaries is in violation the generation, transportation, storage, presence, use, treatment, disposal, release, or other handling of any applicable federalhazardous substance, statehazardous waste, local hazardous material, hazardous constituent, toxic substance, pollutant, contaminant, asbestos, radon, polychlorinated biphenyls (“PCBs”), petroleum product or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law waste (including crude oil or any judicial fraction hereof, natural gas, liquefied gas, synthetic gas or administrative interpretation thereofother material defined, including regulated, controlled or potentially subject to 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, asbestos-containing materials or mold remediation requirement under any environmental law (collectively, “Hazardous Materials”) ), on, in, under or affecting any of the Transaction Entities’ or any Subsidiary’s respective properties; except as disclosed in the Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, the properties of each of the Transaction Entities and the Subsidiaries are in compliance with all federal, state and local laws, ordinances, rules, regulations and other governmental requirements relating to the manufacturepollution, processingcontrol of chemicals, distributionmanagement of waste, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) and each of the Company Transaction Entities and its subsidiaries have the Subsidiaries is in compliance with all licenses, permits, registrations and government authorizations and approvals required necessary to operate under any all applicable Environmental Laws for Laws; except as otherwise described in the operation General Disclosure Package and the Prospectus and except as would not, singly or in the aggregate, result in a Material Adverse Effect, none of their business the Transaction Entities or the occupancy of real property by them any Subsidiary has received any written or oral notice from any Governmental Entity or any other person and are each in compliance in all material respects with their requirementsthere is no pending, (C) there are no pending or, to the knowledge of the CompanyTransaction Entities, threatened administrativethreatened, regulatory claim, litigation or judicial actionsany administrative agency proceeding that: (i) alleges a violation of any Environmental Laws by the Transaction Entities or any Subsidiary; (ii) alleges that the Transaction Entities or any Subsidiary is a liable party or a potentially responsible party under the Comprehensive Environmental Response, suitsCompensation and Liability Act, demands42 U.S.C. § 9601, demand letterset. seq., claims, liens, notices or any state superfund law; (iii) has resulted in or could result in the attachment of noncompliance or violation, proceedings or, to the knowledge an environmental lien on any of the Company, investigations relating to any Environmental Law against properties of the Company Transaction Entities or any Subsidiary; or (iv) alleges that the Transaction Entities or any Subsidiary is liable for any contamination of the environment, contamination of the property, damage to natural resources, property damage, or personal injury based on its activities or the activities of its subsidiaries and respective predecessors or third parties (Dwhether at the properties or elsewhere) to involving Hazardous Materials, whether arising under the knowledge Environmental Laws, common law principles, or other legal standards. In the ordinary course of its business, each of the Company, there are no events or circumstances that would reasonably be expected to form Transaction Entities and the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any Subsidiaries conducts Phase I environmental assessments on each of its subsidiaries relating to Hazardous Materials or any properties at the time such property is acquired and periodic reviews of the effect of Environmental LawsLaws on the business, operations and properties of each of the Transaction Entities and the Subsidiaries.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of of, or has any applicable liability under, 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus, there are no proceedings that are pending 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 in which it is reasonably believed that no monetary sanctions in excess of $100,000 will be imposed.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries nor any Predecessor Entity (or subsidiary thereof) is in violation of any applicable 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, asbestos-containing materials, mold or any hazardous materials as defined by or mold regulated under any Environmental Laws, as defined below (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries or any Predecessor Entity (or subsidiary thereof) and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries or any Predecessor Entity (or subsidiary thereof) relating to Hazardous Materials or any Environmental Laws. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except as would not individually or in the aggregate reasonably be expected to materially affect the value of such Property or interfere in any material respect with the use made and proposed to be made of such Property by the Company or any subsidiary, to the knowledge of the Company and the Operating Partnership, there have been no and are no (i) aboveground or underground storage tanks; (ii) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment; (iii) asbestos or asbestos containing materials; (iv) lead based paints; (v) mold or other airborne contaminants; or (vi) dry-cleaning facilities in, on, under, or about any Property owned, or to be owned upon consummation of the Formation Transactions, directly or indirectly by the Company or its subsidiaries. The Company or a subsidiary of the Company or a Predecessor Entity (or subsidiary thereof) has valid pollution and remediation legal liability insurance policies covering each of the Properties, and (A) except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries or Predecessor Entities (or subsidiary thereof) has made any material claims under such policies; (B) consummation of the Formation Transactions will not affect the validity of, or the amount of coverage available under, such policies; and (C) neither the Company nor any of its subsidiaries or Predecessor Entities (or subsidiary thereof) has any reason to believe that it will not be able to renew its existing pollution and remediation legal liability insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost or similar insurers as may be necessary to continue its business. In the ordinary course of their business, the Company and its subsidiaries and the Predecessor Entities (and their 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). On the basis of such review, the Company and its subsidiaries have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

Environmental Laws. Except as described disclosed in the Registration StatementOffering Circular, the General Disclosure Package and the Prospectus or as otherwise would not, singly singularly or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect or otherwise require disclosure in the Offering Circular, (Ai) neither of the Company Issuers nor any of its subsidiaries the Subsidiaries has been or is in violation of any applicable federal, state, state or 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, laws and regulations relating to pollution or protection of human health, health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlifeenvironment, including, without limitation, laws and regulations relating to the release emissions, discharges, releases or threatened release releases of chemicals, pollutants, contaminants, wastes, toxic substances, or hazardous substances, petroleum materials or wastes, or petroleum productsand petroleum products ("Materials of Environmental Concern"), asbestos-containing materials or mold (collectively, “Hazardous Materials”) or otherwise relating to the manufactureprotection of human health and safety, processing, distribution, or the use, treatment, storage, disposal, transport or handling of Hazardous Materials of Environmental Concern (collectively, “"Environmental Laws”"), which violation includes, but is not limited to, noncompliance with, or lack of, any permits or other environmental authorizations; (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (Cii) there are no pending orcircumstances, either past, present or that are reasonably foreseeable, that may lead to any such violation in the knowledge future; (iii) neither of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge Issuers nor any of the CompanySubsidiaries has received any communication (written or oral), investigations relating to whether from a Governmental Authority or otherwise, alleging any Environmental Law against such violation; (iv) there is no pending or threatened claim, action, investigation, notice (written or oral) or other Proceeding by any person or entity alleging potential liability of either of the Company Issuers or any of its subsidiaries and the Subsidiaries (D) to or against any person or entity for whose acts or omissions the knowledge Issuers or any of the Company, there are no events Subsidiaries is or circumstances that would may reasonably be expected to be liable, either contractually or by operation of law) for investigatory, cleanup, or other response costs, or natural resources or property damages, or personal injuries, attorney's fees or penalties relating to (A) the presence, or release into the environment, of any Materials of Environmental Concern at any location, or (B) circumstances forming the basis of any violation or potential violation, of any Environmental Law (collectively, "Environmental Claims"); and (v) there are no past or present actions, activities, circumstances, conditions, events or incidents that could reasonably form the basis of an order for clean-up or remediation under any Environmental LawClaim. Each of the Issuers and the Subsidiaries, as appropriate, (i) have conducted a review of the effect of Environmental Laws on the business, operations and properties of each of the Issuers and the Subsidiaries, in the course of which, or an actionas a result of which, suit the Issuers have identified and evaluated associated costs and liabilities (including, without limitation, any capital or proceeding by any private party operating expenditures required for cleanup, closure of properties or Governmental Entity, against or affecting the Company compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities, and any potential liabilities to third parties); and (ii) have conducted environmental investigations of, and have reviewed reasonably available information regarding, the business, properties and operations of its subsidiaries relating to Hazardous Materials each of the Issuers and the Subsidiaries, and of other properties within the vicinity of their business, properties and operations, as appropriate for the circumstances of each such property and operation; on the basis of such reviews, investigations and inquiries, the Issuers have reasonably concluded that any costs and liabilities associated with such matters would not have, singularly or any Environmental Lawsin the aggregate, a Material Adverse Effect or otherwise require disclosure in the Offering Circular.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Significant Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Significant Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and Significant Subsidiaries, (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form could result in forming the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Significant Subsidiaries relating to Hazardous Materials or any Environmental Laws, and (E) none of the Company or any of its Significant Subsidiaries anticipate material capital expenditures relating to Environmental Laws.

Environmental Laws. Except as otherwise stated in the Registration Statement and the Prospectus and except such violations or other matters as described in the Registration Statement, the General Disclosure Package and the Prospectus or this paragraph as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or and any judicial or administrative interpretation thereof, 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, asbestos-containing , PCBs, radioactive materials, or infectious, carcinogenic or mutagenic materials or mold (collectively, “"Hazardous Materials”") or to the generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company's knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company's knowledge, investigations relating to any Environmental Law against the Company or any of its subsidiaries subsidiaries, and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or Final Prospectuses and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, provincial, municipal, local or foreign statute, law, rule, regulation, ordinance, code, policy ordinance 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) to the Company’s knowledge, the Company and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Subsidiaries, and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws. To the Company’s knowledge after reasonable inquiry, neither the Company nor any of the Subsidiaries has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. From time to time, the Company reviews the effect of Environmental Laws on the business, operations and properties of the Company and the Subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties); on the basis of such review, the Company has reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, provincial, 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for to conduct their respective businesses as described in the operation of their business or Registration Statement, the occupancy of real property by them General Disclosure Package and the Prospectuses and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Time of Sale Disclosure Package and the Prospectus or would not, singly or in the aggregate, be reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Senseonics is in violation of any applicable 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 hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Senseonics have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them respective businesses and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Senseonics, and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Senseonics relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except The Company and its Subsidiaries (i) are in compliance with all Environmental Laws (as described defined herein), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval where, in each of the Registration Statementforegoing clauses (i), (ii) and (iii), the General Disclosure Package and the Prospectus or failure to so comply would notbe reasonably expected to have, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable . The term “Environmental Laws” means all 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, laws relating to pollution or protection of human health, health or 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 emissions, discharges, releases or threatened release releases of chemicals, pollutants, contaminants, wastes, or toxic substances, or hazardous substances, petroleum substances or petroleum products, asbestos-containing materials or mold wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectivelyMaterials, “Environmental Laws”)as well as all authorizations, (B) the Company and its subsidiaries have all codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business plans or the occupancy of real property by them and are each in compliance in all material respects with their requirementsregulations issued, (C) there entered, promulgated or approved thereunder. There are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of subsidiaries. To the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described The Company and its subsidiaries (A) are in compliance with any and all Environmental Laws, (B) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (C) are in compliance with all terms and conditions of any such permit, license or approval, except where the Registration Statementfailure to be in compliance or to receive such permits, the General Disclosure Package and the Prospectus licenses or approvals would not, singly or in the aggregate, reasonably be expected to result in not have a Material Adverse Effect, . With respect to the Company and/or its subsidiaries (A) there are no past or present releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any material common law environmental liability or any material liability under any Environmental Law and (B) neither the Company nor any of its subsidiaries has received any notice with respect to the foregoing, nor is any action pending or to the Company's knowledge, threatened in violation of any applicable connection with the foregoing. The term "Environmental Laws" means all 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, laws relating to pollution or protection of human health, health or 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 emissions, discharges, releases or threatened release releases of chemicals, pollutants, contaminants, wastes, or toxic substances, or hazardous substances, petroleum substances or petroleum products, asbestos-containing materials or mold wastes (collectively, “"Hazardous Materials”") into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectivelyMaterials, “Environmental Laws”)as well as all authorizations, (B) the Company and its subsidiaries have all permitscodes, authorizations and approvals required under any applicable Environmental Laws for the operation of their business decrees, demands or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claimsinjunctions, liensjudgments, licenses, notices of noncompliance or violationnotice letters, proceedings ororders, to the knowledge of the Companypermits, investigations relating to any Environmental Law against the Company plans or any of its subsidiaries and (D) to the knowledge of the Companyregulations issued, there are no events entered, promulgated or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsapproved thereunder.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or and except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy code or rule of common law or any binding judicial or administrative interpretation thereof, including any binding judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human healthhealth (with respect to exposure to Hazardous Materials, as defined below), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), ; (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, ; (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liensLiens, notices of noncompliance or violation, notices of investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries subsidiaries; and (D) to the knowledge of the Company, there are has been no events release of or circumstances exposure to Hazardous Materials that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, or any liability or obligation against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiary is in violation of any applicable 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 hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiary have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business as currently being conducted or the occupancy of their real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiary and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiary relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries nor any Predecessor Entity (or subsidiary thereof) is in violation of any applicable binding federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereoflaw, including any binding 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, asbestos-containing materials, mold or any hazardous materials as defined by or mold regulated under any Environmental Laws, as defined below (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, and (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings orinvestigation or proceedings, to the knowledge of the Companyincluding any action, investigations suit or proceeding by any private party, relating to any Environmental Law against the Company or any of its subsidiaries or any Predecessor Entity (or subsidiary thereof), and none are threatened in writing, and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries or any Predecessor Entity (or subsidiary thereof) relating to Hazardous Materials or any Environmental Laws. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, there have been no and are no (i) aboveground or underground storage tanks; (ii) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment; (iii) asbestos or asbestos containing materials; (iv) lead based paints; (v) mold or other airborne contaminants; or (vi) dry-cleaning facilities in, on, under, or about any Property owned, or to be owned upon consummation of the Formation Transactions, directly or indirectly by the Company or its subsidiaries. The Company or a subsidiary of the Company or a Predecessor Entity (or subsidiary thereof) has valid pollution and remediation legal liability insurance policies covering its Glendale Commerce Center, 15041 ▇▇▇▇▇▇▇ Street (Van Nuys), and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Los Angeles) properties, and except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (A) neither the Company nor any of its subsidiaries or Predecessor Entities (or subsidiary thereof) has made any material claims under such pollution and remediation legal liability insurance policies within the last five (5) years; (B) consummation of the Formation Transactions will not affect the validity of, or the amount of coverage available under, such policies; and (C) neither the Company nor any of its subsidiaries or Predecessor Entities (or subsidiary thereof) has any reason to believe that it will not be able to renew its existing pollution and remediation legal liability insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost or similar insurers as may be necessary to continue its business. In the ordinary course of their business, the Company and its subsidiaries and the Predecessor Entities (and their 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). On the basis of such review, the Company and its subsidiaries have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither Neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy decision or rule order of common law any governmental agency or body or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgmentcourt having jurisdiction over it, 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all necessary permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the best knowledge of the CompanyControlling Shareholder, the Company and its Subsidiaries, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law Laws against the Company or any of its subsidiaries and Subsidiaries, (D) to the best knowledge of the CompanyCompany and the Controlling Shareholder, there are no events or circumstances that would reasonably be expected to form give rise to any material costs or liabilities to the basis of an order for clean-up Company or remediation under any Environmental LawSubsidiary under, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to to, Hazardous Materials or any Environmental Laws, and (E) there are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which would, singly or in the aggregate, have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or except as would notnot reasonably be expected to, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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 into the environment or threatened release into the environment of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required for their respective operations as currently conducted under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectProspectus, (Ai) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (Bii) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, ; (Ciii) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries, and (Div) to the knowledge of the Company, there are no events or circumstances of which the Company is aware that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws, except, in the case of any of clauses (i), (ii), (iii) or (iv) above, for any violation, failure to have permits, authorization and approvals, events or circumstances that would not reasonably be expected to have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Issuer, the Parent Guarantor nor any of its subsidiaries is in violation of any applicable binding federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereoflaw, including any binding 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, asbestos-containing materials, mold or any hazardous materials as defined by or mold regulated under any Environmental Laws, as defined below (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Issuer, the Parent Guarantor and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, and (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings orinvestigation or proceedings, to the knowledge of the Companyincluding any action, investigations suit or proceeding by any private party, relating to any Environmental Law against the Company Issuer, the Parent Guarantor or any of its subsidiaries subsidiaries, and none are threatened in writing, and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company Issuer, the Parent Guarantor or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, and except as would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect, there have been no and are no (i) aboveground or underground storage tanks; (ii) polychlorinated biphenyls (“PCBs”) or PCB-containing equipment; (iii) asbestos or asbestos containing materials; (iv) lead based paints; (v) mold or other airborne contaminants; or (vi) dry-cleaning facilities in, on, under, or about any Property owned, directly or indirectly by the Issuer, the Parent Guarantor or its subsidiaries. The Parent Guarantor or a subsidiary of the Parent Guarantor has valid pollution and remediation legal liability insurance policies covering its Glendale Commerce Center, 15041 ▇▇▇▇▇▇▇ Street (Van Nuys), and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ (Los Angeles) properties, and except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, (A) neither the Issuer, the Parent Guarantor nor any of its subsidiaries has made any material claims under such pollution and remediation legal liability insurance policies within the last five (5) years; and (B) neither the Issuer, the Parent Guarantor nor any of its subsidiaries has any reason to believe that it will not be able to renew its existing pollution and remediation legal liability insurance coverage as and when such coverage expires or to obtain similar coverage at reasonable cost or similar insurers as may be necessary to continue its business. In the ordinary course of their business, the Issuer, the Parent Guarantor 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). On the basis of such review, the Issuer, the Parent Guarantor and its subsidiaries have reasonably concluded that such associated costs and liabilities would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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 hazardous chemicals, pollutants, contaminants, hazardous wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of their real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company’s knowledge, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any binding 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus Prospectus, or incorporated by reference therein, or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (Ai) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (Bii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (Ciii) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (Div) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or toxic mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries subsidiaries, and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as otherwise disclosed in the Prospectus, or as is not reasonably likely to have a Material Adverse Effect on the Company and its subsidiaries taken as a whole: A. each of the Company and its subsidiaries is in compliance with all applicable laws relating to pollution or the discharge of materials into the environment, including common law standards of conduct relating to damage to property or injury to persons caused by such materials (“Environmental Laws”), each of the Company and its subsidiaries currently holds all governmental authorizations required under Environmental Laws in order to conduct their businesses as described in the Registration StatementProspectus, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is has any basis to expect that any such governmental authorization will be modified, suspended or revoked, or cannot be renewed in violation the ordinary course of any applicable federalbusiness; B. there are no past or present actions, stateactivities, local circumstances, conditions, events 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 wildlifeincidents, including, without limitation, laws the release, threatened release, or disposal of any material (including radiation and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”noise), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would could reasonably be expected to form the basis of an order any claim (whether by a governmental authority or other person or entity) under Environmental Laws for clean-up or remediation under any Environmental Lawcleanup costs, damages, penalties, fines, or an action, suit or proceeding by any private party or Governmental Entityotherwise, against or affecting any of the Company or its subsidiaries, or against any person or entity whose liability for such claim may have been retained by any of the Company or its subsidiaries, whether by contract or law; and C. the Company and its subsidiaries have made available to the Representatives or counsel for the Underwriters all material studies, reports, assessments, audits and other information in their possession or control relating to Hazardous Materials any pollution or release, threatened release or disposal of materials regulated under Environmental Laws on, at, under, from or transported from any Environmental Lawsof their currently or formerly owned, leased or operated properties, including, without limitation, all information relating to underground storage tanks and asbestos containing materials.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectSEC Documents, (A) neither with respect to the Company nor any ownership and operation of its subsidiaries the Partnership’s properties, the Partnership is in violation of compliance with any and all applicable federal, state, local or foreign statutestatutes, lawlaws, rulerules, regulationregulations, ordinanceordinances, codecodes, policy policies or rule rules of common law or any judicial or administrative interpretation interpretations thereof, including including, without limitation, any judicial or administrative orderorders, consentconsents, decree decrees or judgmentjudgments, relating to pollution or the protection of human healthhealth and safety (to the extent such health and safety protection relates to exposure to Hazardous Materials, as defined below), natural resources, wildlife or 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 imposing liability or threatened release standards of conduct concerning any pollutants or contaminants, hazardous, dangerous or toxic chemicals, pollutantsmaterials, contaminants, wastes, toxic wastes or substances, hazardous substances, any petroleum or petroleum products, asbestos-containing or any polychlorinated biphenyls or radioactive materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport transport, arrangement for disposal or transport, release, threatened release or handling of of, or exposure to, Hazardous Materials (collectively, “Environmental Laws”), (B) with respect to the Company ownership and operation of the Partnership’s properties, the Partnership and its subsidiaries Subsidiaries have all permits, authorizations and other approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them under any applicable Environmental Laws and are each in compliance in with all material respects with their requirementsterms and conditions of any such permits, authorizations and other approvals, (C) there are no pending or, with respect to the knowledge ownership and operation of the CompanyPartnership’s properties, the Partnership and its Subsidiaries have not received notice of any pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of liability, noncompliance or violation, investigation or proceedings orrelating to any Environmental Law against any of the Partnership or its Subsidiaries, and (D) with respect to the ownership and operation of the Partnership’s properties, the Partnership and its Subsidiaries do not have any liability in connection with the release or threatened release of any Hazardous Materials and, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the CompanyPartnership, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Partnership or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws, which noncompliance or liability in the case of this clause (D) would reasonably be expected to have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus Prospectus, or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and each of its subsidiaries have all permits, authorizations and approvals required for their operations under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances existing as of the date hereof that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental EntityAuthority, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries Subsidiaries have all permits, licenses, authorizations and approvals currently required for their respective businesses and for the businesses contemplated to be conducted upon consummation of the offering of the Securities under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company, there are no events events, facts or circumstances that would might reasonably be expected to form the basis of an order for any liability or obligation of the Company or any of its Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring clean-up or remediation under any Environmental Lawremediation, or an any action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to any Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Transaction Entities nor any of its their subsidiaries is are in violation of any applicable 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Transaction Entities and its their subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyTransaction Entities, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Transaction Entities or any of its their subsidiaries and (D) there are, to the knowledge of the CompanyTransaction Entities, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company Transaction Entities or any of its their subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries has not violated and is not in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or legally enforceable administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human healthhealth (with respect to exposure to Hazardous Materials), 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, asbestos-containing materials, or any hazardous materials as defined by or mold regulated under any Environmental Laws (as defined below) (collectively, “Hazardous Materials”,” notwithstanding anything to the contrary herein, cannabis and its derivatives shall not be considered Hazardous Materials) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, and (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, pollutantscompounds, contaminantsmixtures, wastes, toxic substances, hazardous substancesand substances regulated thereunder as “hazardous,” “toxic,” “pollutants,” or “contaminants,” including without limitation, petroleum (including crude oil or any fraction thereof) or petroleum products, asbestos and asbestos-containing materials materials, natural gas liquids, naturally occurring radioactive materials, brine, drilling mud or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company’s knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company’s knowledge, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. The representations and warranties in this SECTION 1(a)(xxiv) shall govern over those provided in SECTION 1(a)(xvi) on Absence of Proceedings for all matters relating to Environmental Laws, Hazardous Materials, and environmental matters.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Prospectus or Canadian Prospectus, and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable federal, state, provincial, 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”)) except where such violation would not have a Material Adverse Effect, (B) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirementsrequirements except where the failure to have such permit, authorization or approval would not have a Material Adverse Effect, (C) there are no pending or, to the knowledge of the Companyits knowledge, threatened threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries except where such actions, suits, demands, claims, liens, noncompliance, violations, investigations or proceedings, singly or in the aggregate, would not have a Material Adverse Effect and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental LawsLaws except where such events or circumstances, singly or in the aggregate, would not have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statementwould not reasonably be expected, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect, : (Ai) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), ; (Bii) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, ; (Ciii) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries subsidiaries; and (Div) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws. In the ordinary course of its business, the Company conducts, from time to time, a review reasonable in light of the Company’s business of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). No facts or circumstances have come to the Company’s attention that could result in costs or liabilities due to the violation of any Environmental Laws that could be expected, individually or in the aggregate, to have a Material Adverse Effect.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor any of Company, its subsidiaries Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries or the Venture Entities is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) each of the Company Company, its Subsidiaries and, to the Company's knowledge, the Acquisition Subsidiaries and its subsidiaries the Venture Entities have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company's knowledge, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of the Company, its subsidiaries Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities and (D) to the knowledge Company is not aware of the Company, there are no any events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of the Company, its subsidiaries Subsidiaries or, to the Company's knowledge, the Acquisition Subsidiaries and the Venture Entities relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Company, ICG LP nor any of its their subsidiaries is in violation of any applicable 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 into the environment of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, ICG LP and its their subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the CompanyCompany or ICG LP, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company Company, ICG LP or any of its their subsidiaries and (D) there are, to the knowledge of the CompanyCompany or ICG LP, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, ICG LP or any of its their subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the ------------------ Registration Statement, the General Disclosure Package and the Prospectus Statement or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Effect or except as would not be required to be described in the Registration Statement or the Prospectuses pursuant to the 1933 Act or the 1933 Act Regulations: (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) neither the Company and nor any of its subsidiaries have all is lacking any permits, authorizations and approvals required under any applicable Environmental Laws for or are in violation of the operation requirements of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirementssuch Environmental Laws, (C) there are no pending or, or to the best knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, Company there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration StatementSEC Documents and except as would not reasonably be expected, the General Disclosure Package and the Prospectus or would not, singly individually or in the aggregate, reasonably be expected to result in a Partnership Material Adverse Effect, (Aa) neither each of the Company nor any of its subsidiaries Partnership Entities is in violation of any applicable compliance with all federal, state, local or foreign statutestatutes, lawLaws, rulerules, regulationregulations, ordinance, code, policy ordinances or rule of common law or any judicial or administrative interpretation thereofcodes, including any judicial or administrative orderorders, consentconsents, decree decrees or judgmentjudgments, relating to pollution or pollution, protection of human healthhealth or safety (to the extent relating to exposure to Hazardous Materials), the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations any of the foregoing relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substancessubstances defined or regulated by, or for which standards of conduct or liability may be imposed pursuant to, Environmental Laws, including petroleum or petroleum products, asbestos-containing materials , toxic mold or mold radiation (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (Bb) the Company and its subsidiaries Partnership Entities have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (Cc) there are no pending or, to the knowledge of the CompanyPartnership, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings orrelating to, to and the knowledge of the CompanyPartnership Entities have not received any written notice of, investigations relating to a violation of, or liability under, any Environmental Law against the Company or any of its subsidiaries and Partnership Entity, (Dd) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Partnership Entity relating to Hazardous Materials or any Environmental Laws, and (e) the Partnership Entities have not treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, released, exposed any Person to, or owned or operated any property or facility which is or has been contaminated by, any Hazardous Materials, in each case so as to give rise to any current or future liability under any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, to the knowledge of the Company, the Operating Partnership and any Subsidiary, as the case may be (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package Statement and the Final Prospectus or and except as would not, singly individually or in the aggregate, reasonably be expected to result in a Material Adverse Effectliability or disability that is material to the financial condition, business, properties, net worth or results of operations of the General Partner or the Partnership and the Operating Entities considered as a whole or would subject the Partnership or the limited partners of the Partnership to any material liability or disability, (Ai) neither none of the Company nor any of its subsidiaries Companies is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (Bii) none of the Company and its subsidiaries have all permitsCompanies fails to possess any permit, authorizations and approvals authorization or approval required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each to be in compliance in all material respects with their requirements, (Ciii) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Companies, and (Div) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order or claim for cost recovery, contribution, natural resource damages, clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Companies relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Offering Memorandum and the Prospectus or except for such matters as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries the Subsidiaries is in violation of any applicable 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, asbestos-containing materials products or mold nuclear or radioactive material (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), ; (B) the Company and its subsidiaries the Subsidiaries have all permits, licenses, authorizations and approvals required for their respective businesses under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events events, facts or circumstances that would might reasonably be expected to form the basis of an order for any liability or obligation of the Company or any of the Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring clean-up or remediation under any Environmental Lawremediation, or an any action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries the Subsidiaries relating to any Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package ------------------ Statement and the Prospectus or except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries Subsidiaries is in violation of any applicable 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, 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries Subsidiaries have all permits, licenses, authorizations and approvals currently required for their respective businesses and for the businesses contemplated to be conducted upon consummation of the offering of the Securities under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries Subsidiaries and (D) to the knowledge of the Company, there are no events events, facts or circumstances that would might reasonably be expected to form the basis of an order for any liability or obligation of the Company or any of its Subsidiaries, including, without limitation, any order, decree, plan or agreement requiring clean-up or remediation under any Environmental Lawremediation, or an any action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries Subsidiaries relating to any Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in In connection with the Registration Statementownership, the General Disclosure Package use, maintenance or operation of its properties and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, assets: (Ai) neither the Company nor any of its subsidiaries the Lender is in violation of any applicable federal, provincial, state, local local, municipal 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, 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), ; (Bii) the Company and its subsidiaries the Lender have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, ; (Ciii) there are no pending or, to the knowledge of the Company, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance non-compliance or violation, investigation or proceedings relating to any Environmental Laws against the Company or the Lender; (iv) there are no environmental audits, evaluations, assessments, studies or tests relating to the Company or the Lender except for ongoing assessments conducted in the ordinary course of business; and (v) there are no orders, rulings or directives issued or, to the knowledge of the Company, investigations relating to any Environmental Law pending or threatened against the Company or the Lender under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Law, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Lawsproperties.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package Prospectus and the Prospectus or Registration Statement and except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company Issuer nor any of its subsidiaries Subsidiaries is in violation of any applicable federal, state, local or foreign statute, law, rule, regulation, ordinance, ordinance or code, policy or rule of common law or any judicial or administrative interpretation thereof, including any applicable judicial or administrative order, consent, decree or judgment, relating to pollution regulating, or imposing liability concerning, pollution, the protection of human health, health or 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, asbestos-containing materials or mold products (collectively, “Hazardous Materials”"HAZARDOUS MATERIALS") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”"ENVIRONMENTAL LAWS"), (B) the Company Issuer and its subsidiaries Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their such requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, relating in any way to the knowledge of the Company, investigations relating to any Environmental Law Laws pending or threatened against the Company Issuer or any of its subsidiaries Subsidiaries and (D) to the Issuer has no knowledge of the Company, there are no any events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Issuer or any of its subsidiaries Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described disclosed in the Registration Statement, the General Disclosure Package and the Prospectus or would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse EffectPackage, (Aa)(i) neither the Company nor any of its subsidiaries is in violation of of, or has any applicable liability under, any federal, state, local or foreign non-U.S. statute, law, rule, regulation, ordinance, code, policy other requirement or rule of law (including common law law), or decision or order of any judicial domestic or administrative interpretation thereofforeign governmental agency, including any judicial governmental body or administrative order, consent, decree or judgmentcourt, relating to pollution or protection of human healthpollution, 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 chemicalsuse, pollutantshandling, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, usetransportation, treatment, storage, disposaldischarge, transport disposal or handling release of Hazardous Materials hazardous substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety as such relates to exposure to hazardous substances, or to natural resource damages (collectively, “Environmental Laws”), (Bii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property contaminated with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is liable or allegedly liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site or any formerly owned or occupied real property, (v) neither the Company nor any of its subsidiaries is subject to any claim by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its subsidiaries have all received and are in compliance with all, and have no liability under any, permits, authorizations and licenses, authorizations, identification numbers or other approvals required under any applicable Environmental Laws for to conduct their respective businesses, except in each case covered by clauses (i) - (vi) such as would not, individually or in the operation of their business or the occupancy of real property by them and are each aggregate, result in compliance in all material respects with their requirements, a Material Adverse Effect; (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (Db) to the knowledge of the Company, there are no events facts or circumstances that would reasonably be expected to form result in a violation of, liability under, or claim pursuant to any Environmental Law that would, individually or in the basis aggregate, result in a Material Adverse Effect; (c) to the knowledge of an order the Company, there are no requirements proposed for clean-up adoption or remediation implementation under any Environmental LawLaw that would, individually or an actionin the aggregate, suit or proceeding by any private party or Governmental Entity, against or affecting result in a Material Adverse Effect; (d) the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.has evaluated the effects, including associated costs and liabilities, of

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or would and except as could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither none of the Company nor Company, the Operating Partnership or any of its subsidiaries the Subsidiaries is in violation of any applicable federal, state, state or 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, 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, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company Company, the Operating Partnership and its subsidiaries the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, the Operating Partnership or any Subsidiary, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, proceedings or, to the knowledge of the Companyviolations, investigations or proceedings relating to any Environmental Law or Hazardous Materials against the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company Company, the Operating Partnership or any of its subsidiaries the Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package and the Prospectus or except as would notnot reasonably be expected to, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries is in violation of any applicable 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 into the environment or threatened release into the environment of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products, asbestos-containing materials or mold (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and approvals required for their respective operations as currently conducted under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.

Environmental Laws. Except as described in the Registration Statement, the General Disclosure Package U.S. Prospectus and the Canadian Prospectus or and except as would not, singly or in the aggregate, be reasonably be expected to result in a Material Adverse Effect, (A) neither the Company nor any of its subsidiaries subsidiaries, nor, to the Company's knowledge, North Star is in violation of any applicable federal, provincial, state, local local, municipal or foreign statute, law, rule, regulation, ordinance, code, legally binding policy or rule of common law or civil law or any applicable and binding 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, asbestos-containing materials or mold products (collectively, “"Hazardous Materials”") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “"Environmental Laws”"), (B) the Company and its subsidiaries and, to the Company's knowledge, North Star, have all permits, authorizations and approvals required under any applicable Environmental Laws for the operation of their business or the occupancy of real property by them and are each in compliance in all material respects with their requirements, (C) there are no pending or, to the knowledge of the Company, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings or, to the knowledge of the Company, investigations relating to any Environmental Law Laws against the Company or any of its subsidiaries or, to the Company's knowledge, North Star and (D) to the knowledge of the Company, there are no events or circumstances that would might reasonably be expected to form the basis of an order for clean-clean up or remediation under any Environmental Lawremediation, or an action, suit or proceeding by any private party or Governmental Entitygovernmental body or agency, against or affecting the Company or any of its subsidiaries or, to the Company's knowledge, North Star relating to Hazardous Materials or any Environmental Laws.