Common use of Compliance with and Liability under Environmental Laws Clause in Contracts

Compliance with and Liability under Environmental Laws. Neither the Company nor any Guarantor nor the Significant Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own or operate any real property contaminated with any substance that requires remedial action to be taken under any Environmental Laws, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed by the Company or any Guarantor or the Significant Subsidiaries, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect to the operations or properties of the Company and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Company or its Subsidiaries) that would, individually or in the aggregate, have a Material Adverse Effect.

Compliance with and Liability under Environmental Laws. Neither the Company nor any Guarantor nor the Significant Subsidiaries is in violation of any statute, any rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own or operate any real property contaminated with any substance that requires remedial action to be taken under any Environmental Laws, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed by the Company or any Guarantor or the Significant SubsidiariesGuarantor, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect to the operations or properties of the Company and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Company or its Subsidiaries) that would, individually or in the aggregate, have a Material Adverse Effect.

Compliance with and Liability under Environmental Laws. Neither the Company nor any Guarantor nor the Significant Subsidiaries is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”), except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own or operate any real property contaminated with any substance that requires remedial action to be taken under any Environmental Laws, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed by the Company or any Guarantor or the Significant SubsidiariesGuarantor, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect to the operations or properties of the Company and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Company or its Subsidiaries) that would, individually or in the aggregate, have a Material Adverse Effect.

Compliance with and Liability under Environmental Laws. Neither Except as otherwise disclosed in the Pricing Disclosure Package and the Final Offering Memorandum, (i) neither the Company nor any Guarantor nor the Significant Subsidiaries of its subsidiaries is in violation of any statutefederal, rulestate, local or foreign law, regulation, decision order, permit or order other requirement relating to pollution or protection of any governmental agency public health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or body subsurface strata) or any courtprotected species, domestic including without limitation, laws and regulations relating to emissions, discharges, releases or foreignthreatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise relating to the manufacture, processing, distribution, use, disposal treatment, storage, disposal, transport or release handling of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration Materials of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials Environmental Concern (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 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, except such violation or non-compliance as would not reasonably be expected to havenot, individually or in the aggregate, a reasonably be expected to result in Material Adverse Effect. Neither Change; (ii) there is no claim, action or cause of action filed with a court or governmental authority with respect to which the Company nor has received written notice, no investigation by a governmental authority with respect to which the Guarantors nor Company has received written notice, and the Significant Subsidiaries own Company has not received any written notice from any person or operate entity alleging potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, attorneys’ fees or penalties all of which arise out of, based on or result from the presence, or release into the environment, of any real property contaminated with any substance that requires remedial action to be taken under any Material of Environmental Laws, is liable for remedial action Concern at any site where materials regulated under Environmental Laws were disposed location owned, leased or operated by the Company or any Guarantor or the Significant Subsidiariesof its subsidiaries, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually now or in the aggregate have a Material Adverse Effect; and the Company is not aware of any past (collectively, “Environmental Claims”), pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect or, to the operations or properties best of the Company and its Subsidiaries (includingCompany’s knowledge, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by threatened against the Company or any of its Subsidiaries) that wouldsubsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectChange; (iii) to the best of the Company’s knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that reasonably could result in a violation of or liability or obligation under any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, result in a Material Adverse Change; and (iv) neither the Company nor any of its subsidiaries is subject to any pending or to the Company’s knowledge, threatened proceeding under Environmental Law to which a governmental authority is a party and which is reasonably likely to result in monetary sanctions of $1,000,000 or more (other than the matter relating to the Company’s facilities in Ector County Texas).

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of hazardous substances or hazardous wastes by the Company nor (or any Guarantor nor of its predecessors in interest), at, upon or from any of the Significant Subsidiaries is property now or previously owned, leased or operated by the Company in violation of any statuteapplicable law, ordinance, rule, regulation, decision order, judgment, decree or order of permit that would require the Company to undertake any governmental agency remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”)permit, except as for any violation or remedial action that would not reasonably be expected to havenot, individually or in the aggregateaggregate with all such violations and remedial actions, cause a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own Except for abandonment and similar costs incurred or operate any real property contaminated with any substance that requires remedial action to be taken under incurred in the ordinary course of business of the Company, there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any Environmental Lawskind onto any property now or previously owned, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed leased or operated by the Company or into the environment surrounding such property of any Guarantor hazardous substances or hazardous wastes due to or caused by the Significant SubsidiariesCompany (or, to the Company’s knowledge, any of its predecessors in interest), except for any such spill, discharge, leak, emission, injection, escape, dumping or is subject to any claim relating to any Environmental Lawsrelease that would not, which violation, contamination, liability or claim in each case would individually singularly or in the aggregate have with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, result in a Material Adverse Effect; . The terms “hazardous substances,” and “hazardous wastes” shall be construed broadly to include such terms and similar terms, all of which shall have the Company is not aware of meanings specified in any pending investigation which might lead to such a claim. There are no costs applicable local, state and federal laws or liabilities arising under any Environmental Laws regulations with respect to environmental protection. Except as set forth in the operations Registration Statement, the General Disclosure Package or properties of the Prospectus, the Company and its Subsidiaries (includinghas not been named as a “potentially responsible party” under the Comprehensive Environmental Response, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activitiesCompensation, and any potential liabilities Liability Act of third parties assumed under contract by the Company or its Subsidiaries) that would1980, individually or in the aggregate, have a Material Adverse Effectas amended.

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (i) the Company nor any Guarantor nor the and its Significant Subsidiaries is (x) are, and at all prior times were, in violation of compliance with any statuteand all applicable federal, rulestate, regulationlocal and foreign laws, decision or order of any governmental agency or body or any courtrules, domestic or foreignregulations, relating to the userequirements, disposal or release of hazardous chemicals, toxic substances or radioactive decisions and biological materials or orders relating to the protection of human health or restoration of safety, the environment environment, natural resources, hazardous or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials wastes, pollutants or contaminants (collectively, “Environmental Laws”), except as would not reasonably be expected to have(y) have received and are in compliance with all permits, individually licenses, certificates or in the aggregate, a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own other authorizations or operate any real property contaminated with any substance that requires remedial action to be taken approvals required of them under any Environmental Laws, is liable for remedial action at any site where materials regulated under applicable Environmental Laws were disposed by the Company to conduct their respective businesses, and (z) have not received notice of any actual or any Guarantor potential liability under or the Significant Subsidiaries, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability including for the investigation or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware remediation of any pending investigation which might lead disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such a claim. There notice, and (ii) there are no costs or liabilities arising under any associated with Environmental Laws with respect of or relating to the operations or properties of the Company and its Subsidiaries (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Company or its Significant Subsidiaries, except in the case of each of (i) that wouldand (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its Significant Subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company and its Significant Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a Material Effect and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of hazardous substances or hazardous wastes by the Company nor (or, to the knowledge of the Company, any Guarantor nor of its predecessors in interest), at, upon or from any of the Significant Subsidiaries is property now or previously owned, leased or operated by the Company in violation of any statuteapplicable law, ordinance, rule, regulation, decision order, judgment, decree or order of permit that would require the Company to undertake any governmental agency remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”)permit, except as for any violation or remedial action that would not reasonably be expected to havenot, individually or in the aggregateaggregate with all such violations and remedial actions, cause a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own Except for abandonment and similar costs incurred or operate any real property contaminated with any substance that requires remedial action to be taken under incurred in the ordinary course of business of the Company, there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any Environmental Lawskind onto any property now or previously owned, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed leased or operated by the Company or into the environment surrounding such property of any Guarantor hazardous substances or hazardous wastes due to or caused by the Significant SubsidiariesCompany (or, to the knowledge of the Company, any of its predecessors in interest), except for any such spill, discharge, leak, emission, injection, escape, dumping or is subject to any claim relating to any Environmental Lawsrelease that would not, which violation, contamination, liability or claim in each case would individually singularly or in the aggregate have with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, result in a Material Adverse Effect; Effect; and the Company is not aware terms “hazardous substances,” and “hazardous wastes” shall be construed broadly to include such terms and similar terms, all of which shall have the meanings specified in any pending investigation which might lead to such a claim. There are no costs applicable local, state and federal laws or liabilities arising under any Environmental Laws regulations with respect to environmental protection. Except as set forth in the operations Registration Statement, the Pricing Disclosure Package or properties of the Prospectus, the Company and its Subsidiaries (includinghas not been named as a “potentially responsible party” under the Comprehensive Environmental Response, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activitiesCompensation, and any potential liabilities Liability Act of third parties assumed under contract by the Company or its Subsidiaries) that would1980, individually or in the aggregate, have a Material Adverse Effectas amended.

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of hazardous substances or hazardous wastes by the Company nor (or any Guarantor nor of its predecessors in interest), at, upon or from any of the Significant Subsidiaries is property now or previously owned, leased or operated by the Company in violation of any statuteapplicable law, ordinance, rule, regulation, decision order, judgment, decree or order of permit that would require the Company to undertake any governmental agency remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”)permit, except as for any violation or remedial action that would not reasonably be expected to havenot, individually or in the aggregateaggregate with all such violations and remedial actions, cause a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own Except for abandonment and similar costs incurred or operate any real property contaminated with any substance that requires remedial action to be taken under incurred in the ordinary course of business of the Company, there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any Environmental Lawskind onto any property now or previously owned, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed leased or operated by the Company or into the environment surrounding such property of any Guarantor hazardous substances or hazardous wastes due to or caused by the Significant SubsidiariesCompany (or, to the Company’s knowledge, any of its predecessors in interest), except for any such spill, discharge, leak, emission, injection, escape, dumping or is subject to any claim relating to any Environmental Lawsrelease that would not, which violation, contamination, liability or claim in each case would individually singularly or in the aggregate have with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, result in a Material Adverse Effect; . The terms “hazardous substances,” and “hazardous wastes” shall be construed broadly to include such terms and similar terms, all of which shall have the Company is not aware of meanings specified in any pending investigation which might lead to such a claim. There are no costs applicable local, state and federal laws or liabilities arising under any Environmental Laws regulations with respect to environmental protection. Except as set forth in the operations or properties Registration Statement, the Time of Sale Information and the Prospectus, the Company and its Subsidiaries (includinghas not been named as a “potentially responsible party” under the Comprehensive Environmental Response, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activitiesCompensation, and any potential liabilities Liability Act of third parties assumed under contract by the Company or its Subsidiaries) that would1980, individually or in the aggregate, have a Material Adverse Effectas amended.

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement, the General Disclosure Package or the Prospectus, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of hazardous substances or hazardous wastes by the Company nor (or any Guarantor nor of its predecessors in interest), at, upon or from any of the Significant Subsidiaries is property now or previously owned, leased or operated by the Company in violation of any statuteapplicable law, ordinance, rule, regulation, decision order, judgment, decree or order of permit that would require the Company to undertake any governmental agency remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”)permit, except as for any violation or remedial action that would not reasonably be expected to havenot, individually or in the aggregateaggregate with all such violations and remedial actions, cause a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own Except for abandonment and similar costs incurred or operate any real property contaminated with any substance that requires remedial action to be taken under incurred in the ordinary course of business of the Company, there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any Environmental Lawskind onto any property now or previously owned, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed leased or operated by the Company or into the environment surrounding such property of any Guarantor hazardous substances or hazardous wastes due to or caused by the Significant SubsidiariesCompany (or, to the Company’s knowledge, any of its predecessors in interest), except for any such spill, discharge, leak, emission, injection, escape, dumping or is subject to any claim relating to any Environmental Lawsrelease that would not, which violation, contamination, liability or claim in each case would individually singularly or in the aggregate have with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, result in a Material Adverse Effect; . and the Company is not aware terms “hazardous substances,” and “hazardous wastes” shall be construed broadly to include such terms and similar terms, all of which shall have the meanings specified in any pending investigation which might lead to such a claim. There are no costs applicable local, state and federal laws or liabilities arising under any Environmental Laws regulations with respect to environmental protection. Except as set forth in the operations Registration Statement, the General Disclosure Package or properties of the Prospectus, the Company and its Subsidiaries (includinghas not been named as a “potentially responsible party” under the Comprehensive Environmental Response, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activitiesCompensation, and any potential liabilities Liability Act of third parties assumed under contract by the Company or its Subsidiaries) that would1980, individually or in the aggregate, have a Material Adverse Effectas amended.

Compliance with and Liability under Environmental Laws. Neither the Company nor any Guarantor nor of its subsidiaries has filed any notice under any federal, provincial, state or municipal law indicating past or present treatment, storage or disposal of a Hazardous Material (as defined below). To the Significant Subsidiaries is knowledge of the Company, except in violation compliance with applicable Environmental Laws (as defined below), none of the Real Property or Leased Premises has at any statute, rule, regulation, decision or order of any governmental agency or body time been used by the Company or any court, domestic of its subsidiaries as a waste storage or foreign, relating waste disposal site or to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”), except operate a waste management business. Except as would not have a Material Adverse Effect, (A) to the knowledge of the Company, neither the Company nor any of its subsidiaries has any contingent liability in connection with any release of any Hazardous Material on or into the environment from any of the Real Property or Leased Premises and the operations thereon, (B) neither the Company nor any of its subsidiaries generates, transports, treats, stores or disposes of any waste, subject waste, hazardous waste, deleterious substance or industrial waste (as defined under Environmental Laws) on any of the Real Property or Leased Premises in contravention of Environmental Laws, and (C) to the knowledge of the Company, no underground storage tanks or surface impoundments containing a petroleum product or Hazardous Material are located on any of the Real Property or Leased Premises in contravention of Environmental Laws. For the purposes of this clause (gg), "Environmental Laws" means any applicable federal, provincial, state or municipal laws or regulations enacted to prevent pollution or for the protection of the environment, natural resources or human health or safety, and “Hazardous Material” means any contaminant, pollutant, subject waste, hazardous waste, deleterious substance, industrial waste, toxic matter or any other substance that when released into the natural environment is likely to cause, at some immediate or future time, material harm or degradation to the natural environment or material risk to human health and, without restricting the generality of the foregoing, includes any contaminant, pollutant, subject waste, deleterious substance, industrial waste, toxic matter or hazardous waste as defined by Environmental Laws. Other than as disclosed in the Time of Sale Information and the Offering Memorandum, without limiting the generality of the preceding paragraph, the Company and its subsidiaries have (i) operated the Real Property and the Leased Premises, and (ii) received, handled, used, stored, treated, shipped and disposed of all pollutants, contaminants, hazardous or toxic materials, controlled or dangerous substances or wastes, in each case in material compliance with all Environmental Laws. Neither the Company nor any of its subsidiaries has received notice of any actual or potential material liability under or relating to, or actual or potential violation of, any Environmental Laws, including for the investigation or remediation of any release or threat of release of Hazardous Materials, and the Company does not have any knowledge of any event or condition that would reasonably be expected to haveresult in any such notice. There are no orders, individually rulings or in directives issued, pending or, to the aggregateknowledge of the Company, threatened against the Company or any of its subsidiaries under or pursuant to any Environmental Laws requiring any work, repairs, construction or capital expenditures with respect to the property or assets of the Company or any of its subsidiaries (including the Real Property and the Leased Premises), which would have a Material Adverse Effect. Neither No notice with respect to any of the Company nor the Guarantors nor the Significant Subsidiaries own or operate matters referred to in this clause (gg), including any real property contaminated with any substance that requires remedial action to be taken under any Environmental Laws, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed alleged violations by the Company or any Guarantor of its subsidiaries with respect thereto, has been received by the Company or the Significant Subsidiariesany of its subsidiaries and no writ, injunction, order or judgment is subject to any claim relating outstanding, and no legal proceeding under or pursuant to any Environmental LawsLaws or relating to the ownership, use, maintenance or operation of the property and assets of the Company or any of its subsidiaries (including the Real Property and the Leased Premises) is in progress, pending or, to the knowledge of the Company, threatened, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under grounds on which any Environmental Laws such legal proceeding might be commenced with respect to the operations or properties any reasonable likelihood of the Company and its Subsidiaries (includingsuccess, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activities, and any potential liabilities of third parties assumed under contract by the Company or its Subsidiaries) that would, individually or in the aggregate, which would have a Material Adverse Effect.

Compliance with and Liability under Environmental Laws. Neither Except as otherwise disclosed in the Pricing Disclosure Package and the Offering Memorandum, (i) neither the Company nor any Guarantor nor the Significant Subsidiaries of its subsidiaries is in violation of any statutefederal, rulestate, local or foreign law, regulation, decision order, permit or order of any governmental agency or body or any court, domestic or foreign, other requirement relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata and natural resources such as wetlands, flora and fauna), including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, pesticides, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or otherwise re- lating to the manufacture, processing, distribution, use, disposal treatment, storage, disposal, transport or release handling of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration Materials of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials Environment Concern (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 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, except as would not reasonably be expected to haveto, individually or in the aggregate, result in a Material Adverse Effect. Neither Change; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company nor the Guarantors nor the Significant Subsidiaries own has received written notice, and no written notice by any person or operate any real property contaminated with any substance that requires remedial action to be taken entity alleging actual or potential liability under any Environmental LawsLaw, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed by the Company or any Guarantor or the Significant Subsidiaries, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect to the operations or properties of the Company and its Subsidiaries (including, without limitation, liability for investigatory costs, cleanup costs, governmental response costs, natural resource 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 capital or operating expenditures required for clean-up or closure Material of propertiesEnvironmental Concern at any location (collectively, compliance with “Environmental LawsClaims”), any permitpending or, license or approval or any related legal constraints on operating activitiesto the best of the Company’s and the Guarantors’ knowledge, and any potential liabilities of third parties assumed under contract by threatened against the Company or any of its Subsidiaries) that wouldsubsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse EffectChange; (iii) to the best of the Company’s and the Guarantors’ knowledge, there are no past, present or anticipated future actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that could reasonably be expected to result in a violation of any Environmental Law, require expenditures to be incurred pursuant to Environmental Law, or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change; and (iv) neither the Company nor any of its subsidiaries is subject to any pending or, to the best of the knowledge of the Company and the Guarantors, threatened proceeding under Environmental Law to which a governmental authority is a party and which is reasonably likely to result in monetary sanctions of $100,000 or more.

Compliance with and Liability under Environmental Laws. Neither Except as described in the Registration Statement and the Prospectus, there has been no storage, disposal, generation, manufacture, refinement, transportation, handling or treatment of hazardous substances or hazardous wastes by the Company nor (or, to the knowledge of the Company, any Guarantor nor of its predecessors in interest), at, upon or from any of the Significant Subsidiaries is property now or previously owned, leased or operated by the Company in violation of any statuteapplicable law, ordinance, rule, regulation, decision order, judgment, decree or order of permit that would require the Company to undertake any governmental agency remedial action under any applicable law, ordinance, rule, regulation, order, judgment, decree or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous chemicals, toxic substances or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”)permit, except as for any violation or remedial action that would not reasonably be expected to havenot, individually or in the aggregateaggregate with all such violations and remedial actions, cause a Material Adverse Effect. Neither the Company nor the Guarantors nor the Significant Subsidiaries own Except for abandonment and similar costs incurred or operate any real property contaminated with any substance that requires remedial action to be taken under incurred in the ordinary course of business of the Company, there has been no material spill, discharge, leak, emission, injection, escape, dumping or release of any Environmental Lawskind onto any property now or previously owned, is liable for remedial action at any site where materials regulated under Environmental Laws were disposed leased or operated by the Company or into the environment surrounding such property of any Guarantor hazardous substances or hazardous wastes due to or caused by the Significant SubsidiariesCompany (or, to the knowledge of the Company, any of its predecessors in interest), except for any such spill, discharge, leak, emission, injection, escape, dumping or is subject to any claim relating to any Environmental Lawsrelease that would not, which violation, contamination, liability or claim in each case would individually singularly or in the aggregate have with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and releases, result in a Material Adverse Effect; Effect; and the Company is not aware terms “hazardous substances,” and “hazardous wastes” shall be construed broadly to include such terms and similar terms, all of which shall have the meanings specified in any pending investigation which might lead to such a claim. There are no costs applicable local, state and federal laws or liabilities arising under any Environmental Laws regulations with respect to environmental protection. Except as set forth in the operations or properties of Registration Statement and the Prospectus, the Company and its Subsidiaries (includinghas not been named as a “potentially responsible party” under the Comprehensive Environmental Response, without limitation, any capital or operating expenditures required for clean-up or closure of properties, compliance with Environmental Laws, any permit, license or approval or any related legal constraints on operating activitiesCompensation, and any potential liabilities Liability Act of third parties assumed under contract by the Company or its Subsidiaries) that would1980, individually or in the aggregate, have a Material Adverse Effectas amended.

Compliance with and Liability under Environmental Laws. Neither the The Company nor any Guarantor nor the Significant Subsidiaries and each of its subsidiaries is in violation of any statutecompliance in all material respects with all rules, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, laws and regulations relating to the use, treatment, storage and disposal or release of hazardous chemicals, toxic substances and protection of health or radioactive and biological materials or relating to the protection or restoration of the environment or human exposure to hazardous chemicals, toxic substances or radioactive and biological materials (collectively, “Environmental Laws”), except which are applicable to its business; (ii) neither the Company nor its subsidiaries has received any notice from any governmental authority or third party of an asserted claim under Environmental Laws; (iii) the Company and each of its subsidiaries has received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and is in compliance in all material respects with all terms and conditions of any such permit, license or approval; (iv) to the Company’s knowledge, no facts currently exist that will require the Company or any of its subsidiaries to make future material capital expenditures to comply with Environmental Laws; and (v) no property which is or has been owned, leased or occupied by the Company or its subsidiaries has been designated as would not reasonably be expected a Superfund site pursuant to havethe Comprehensive Environmental Response, individually Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.) (“CERCLA 1980”) or in the aggregate, otherwise designated as a Material Adverse Effectcontaminated site under applicable state or local law. Neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under the Guarantors nor CERCLA 1980. In the Significant Subsidiaries own or operate any real property contaminated with any substance that requires remedial action to be taken under any Environmental Lawsordinary course of its business, is liable for remedial action at any site where materials regulated under the Company periodically reviews the effect of Environmental Laws were disposed by on the Company or any Guarantor or the Significant Subsidiariesbusiness, or is subject to any claim relating to any Environmental Laws, which violation, contamination, liability or claim in each case would individually or in the aggregate have a Material Adverse Effect; operations and the Company is not aware of any pending investigation which might lead to such a claim. There are no costs or liabilities arising under any Environmental Laws with respect to the operations or properties of the Company and its Subsidiaries subsidiaries, in the course of which the Company identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up or up, closure of properties, properties or compliance with Environmental Laws, or any permit, license or approval or approval, any related legal constraints on operating activities, activities and any potential liabilities to third parties). On the basis of third parties assumed under contract by such review, the Company or its Subsidiaries) has reasonably concluded that wouldsuch associated costs and liabilities would not, individually singly or in the aggregate, have a Material Adverse Effect.