Common use of Compliance with Environmental Laws Clause in Contracts

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

Compliance with Environmental Laws. The Company Except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (i) isthe Company and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, ; and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplatedthreatened, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 1,000,000 or more will be imposed, imposed and (y) the Company is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material adverse effect on the capital expenditures, earnings or competitive position of the Company, Company and (z) the Company does not anticipate material capital expenditures relating to Environmental Lawsits subsidiaries.

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

Compliance with Environmental Laws. The Company (i) isExcept as would not, individually or in the aggregate, have a Material Adverse Effect, and at except as disclosed in the Time of Sale Information and the Prospectus, (A) each of the Company and its subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Company and its subsidiaries has made all times prior hereto wasfilings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all lawsPermits required under any applicable Environmental Laws and each of them is in full force and effect, regulations(C) there is no civil, ordinancescriminal or administrative action, rulessuit, ordersdemand, judgmentsclaim, decreeshearing, permits notice of violation, investigation, proceeding, notice or other legal requirements demand letter or request for information pending or, to the knowledge of the Company, threatened against it under any governmental authorityEnvironmental Law, including without limitation (D) no lien, charge, encumbrance or restriction has been recorded under any internationalEnvironmental Law with respect to any assets, foreignfacility or property owned, nationaloperated, stateleased or controlled by the Company or any of its subsidiaries, provincial(E) none of the Company or any of its subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, regionalCompensation and Liability Act of 1980, as amended (“CERCLA”), or local authority, relating to pollution, any comparable Environmental Law; (F) no property or facility of the protection of human health Company and its subsidiaries is (i) listed or safety, proposed for listing on the environment, National Priorities List under CERCLA or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and is (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of listed in the Comprehensive Environmental LawsResponse, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority; (G) none of the Company or any actual of its subsidiaries is subject to any order, decree or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liabilityagreement requiring, or other obligation could not, in the aggregate, reasonably be expected is otherwise obligated or required to result in a Material Adverse Effect. Except as described in the Prospectus, perform any response or corrective action relating to any Hazardous Materials pursuant to any Environmental Law and (xH) there are no proceedings that are pendingpast or present actions, events, operations or known to be contemplated, against the Company under Environmental Laws in activities which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings prevent or competitive position of the Company, and (z) interfere with compliance by the Company does not anticipate material capital expenditures relating or any of its subsidiaries with any applicable Environmental Law or to result in liability under any applicable Environmental LawsLaw.

Compliance with Environmental Laws. The Company (i) is, Except as otherwise disclosed in the Disclosure Package and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsOffering Memorandum, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described Effect (i) neither the Company, the Guarantor nor any of the Subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law and any judicial or administrative interpretation thereof including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the Prospectusenvironment (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, in any form, or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, asbestos, asbestos containing materials, polychlorinated biphenyls, hazardous substances, petroleum and petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”), (xii) the Company, the Guarantor and the Subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements, (iii) there are no pending or, to the best knowledge of the Company, the Guarantor and the Subsidiaries after reasonable investigation, threatened actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation or potential responsibility, investigation or proceedings that are pending, or known relating to be contemplated, any Environmental Law against the Company under Environmental Laws in which a governmental authority is also a partyCompany, other than such proceedings regarding which it is reasonably believed no monetary sanctions Guarantor or any of $100,000 or more will be imposedthe Subsidiaries, (yiv) the Company is not aware of any issues regarding compliance with Environmental Lawsthere are no events, including any pending conditions or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, circumstances that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position result in any liability of the Company, the Guarantor or any of the Subsidiaries relating to any Hazardous Materials or the violation of any Environmental Laws, (v) neither the Company, the Guarantor nor any of the Subsidiaries is conducting or financing, in whole or in part, any investigation, response or other corrective action pursuant to any Environmental Law at any location and (zvi) neither the Company does not anticipate material capital expenditures relating Company, the Guarantor nor any of the Subsidiaries is a party to any order, judgment, decree or agreement, which imposes any obligation on any of them under any Environmental LawsLaw.

Compliance with Environmental Laws. The Company (i) is, The Parent and at all times prior hereto was, its subsidiaries are (x) in compliance with all lawsapplicable federal, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or state and local authority, laws and regulations relating to pollution, the protection of human health or and safety, the environment, environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, the “Environmental Laws”Laws”); (y) applicable to such entityhave received all permits, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and licenses or other approvals required by of them under applicable Environmental Laws to conduct their respective businessesbusinesses and are in compliance with all terms and conditions of any such permits, licenses or approvals; and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsunder any Environmental Law, except in any such case where the case of clause (i) failure to comply with Environmental Laws or (ii) where failure to receive or to comply with such non-compliancepermits, violation, liability, licenses or other obligation could not, approvals individually or in the aggregate, aggregate has not had and is not reasonably be expected likely to result in a Material Adverse Effect. Except , and (ii) except as described in each of the Prospectus, (x) Time of Sale Information and the Prospectus there are no proceedings that are pending, or that are known to be contemplated, against the Company Parent or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 300,000 or more will be imposed. In the ordinary course of its business, the Parent and its subsidiaries periodically review the effect of Environmental Laws on their business, operations and properties, in the course of which they identify and evaluate associated costs and liabilities (y) the Company is not aware including, without limitation, any capital or operating expenditures required for clean-up, closure of any issues regarding properties or compliance with Environmental Laws, including or any pending permit, license or proposed Environmental Lawsapproval, or any related constraints on operating activities and any potential 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 third parties); and on the capital expendituresbasis of such review, earnings have reasonably concluded that such associated costs and liabilities, individually or competitive position in the aggregate, have not had and are not reasonably likely to result in a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, the Time of Sale Information and the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsProspectus.

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

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

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

Compliance with Environmental Laws. The Company Issuer and its subsidiaries (i) is, and at all times prior hereto was, are in compliance with any and all applicable foreign, federal, state and local laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or and safety, the environment, or natural resources, resources or to the use, generation, handling, storage, manufacturing, transportation, treatment, discharge, transportation or disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity), which compliance includes, without limitation, includes obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has have no current or reasonably foreseeable liability or obligation with respect to, and have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning for, the presenceinvestigation or remediation of any spill, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantscontaminants at any location, except except, in the case of clause clauses (i) or and (ii) of this paragraph, where such non-compliance, violation, liabilitycompliance with, or other obligation could or liability under, Environmental Laws would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except Neither the Issuer nor any of its subsidiaries has been named as described in a “potentially responsible party” under the ProspectusComprehensive Environmental Response, (x) there are Compensation, and Liability Act of 1980, as amended. There is no proceedings proceeding that are is pending, or that is known to be contemplated, against the Company Issuer or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings proceeding regarding which it is reasonably believed no that monetary sanctions of $100,000 300,000 or more will not be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position . None of the Company, Issuer and (z) the Company does not anticipate its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company Except as is disclosed in the Trust Public Documents (i) is, each of the Trust and at all times prior hereto was, its Material Subsidiaries have been and are in compliance with all applicable federal, state, municipal and local laws, regulationsstatutes, ordinances, rules, by-laws and regulations and orders, judgmentsdirectives and decisions rendered by any ministry, decreesdepartment or administrative or regulatory agency, permits domestic or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants foreign (“Environmental Laws”) applicable relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances, except for any such entity, which non-compliance includes, without limitation, obtaining, maintaining as would not be material and complying with all permits adverse to the Trust and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and its Subsidiaries on a consolidated basis; (ii) has each of the Trust and its Material Subsidiaries have obtained all licences, permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the “Environmental Permits”) necessary for the operation of their businesses substantially as currently operated, and each such Environmental Permit is valid, subsisting and in good standing, and the Trust and its Material Subsidiaries have not received any notice that any such material Environmental Permits are in default or otherwise have that the Trust or any of its Material Subsidiaries are in breach thereof, and no proceeding is pending or, to the knowledge of the Trust or any actual of the Material Subsidiaries, threatened to revoke or alleged violation limit any such Environmental Permit, except for any such failure to obtain, invalidity or failure to be in good standing, default, breach, proceeding, revocation or limitation as would not be material and adverse to the Trust and its Subsidiaries on a consolidated basis; (iii) none of the Trust nor any of its Material Subsidiaries (including, if applicable, any predecessor companies thereof) have received any notice of any future prosecution, or are currently being prosecuted for, any offence alleging non-compliance with any Environmental Laws, or liability for the investigation or remediation of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where for any such prosecution, non-compliancecompliance or liability as would not be material and adverse to the Trust and its Subsidiaries on a consolidated basis; and (iv) none of the Trust nor any of its Material Subsidiaries has received any orders or directions relating to environmental matters requiring any work, violationrepairs, liability, construction or other obligation could not, in capital expenditures to be made with respect to any of the aggregate, reasonably be expected to result in a assets of the Trust or its Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings Subsidiaries that are pending, or known material and adverse to be contemplated, against the Company under Environmental Laws in which Trust and its Subsidiaries on a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Lawsconsolidated basis.

Compliance with Environmental Laws. The Company (i) is, and at Except where the aggregate of all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits such violations or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating failures to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has comply could not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on Material Adverse Effect (a) the capital expendituresoperations of such Credit Party and each of its Restricted Subsidiaries comply with all applicable federal, earnings state or competitive position of the Companylocal environmental, health and safety statutes, regulations, or ordinances, and (zb) none of the Company does operations of such Credit Party or any of its Restricted Subsidiaries is the subject of any judicial or administrative proceeding alleging the violation of any federal, state or local environmental, health or safety statute, regulation, direction, ordinance, criteria or guidelines. Except as could not anticipate reasonably be expected to have a Material Adverse Effect, to the knowledge of each Credit Party and any of its Restricted Subsidiaries, none of the operations of such Credit Party or any of its Restricted Subsidiaries is the subject of any federal or state investigation evaluating whether such Credit Party or any of its Restricted Subsidiaries disposed any hazardous or toxic waste, substance or constituent or other substance at any site that may require remedial action, or any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as disclosed on Schedule 6.15 and except for any notices required in connection with any environmental permits or annual reporting requirements in the ordinary course of business, neither such Credit Party nor any of its Restricted Subsidiaries have filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a hazardous waste or reporting a spill or release of a hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as could not reasonably be expected to have a Material Adverse Effect, neither such Credit Party nor any of its Restricted Subsidiaries have any contingent liability of which such Credit Party has knowledge in connection with any release of any hazardous or toxic waste, substance or constituent, or other substance into the environment, nor has such Credit Party or any of its Restricted Subsidiaries received any notice or letter advising it of potential liability arising from the disposal of any hazardous or toxic waste, substance or constituent or other substance into the environment. The matters disclosed on Schedule 6.15 are provided by the Credit Parties for information purposes only and none of such matters, individually or in the aggregate, could, as of the Closing Date, reasonably be expected to have a Material Adverse Effect for the purposes described in this Section 6.15; provided, however, if at any time after the Closing Date the representations set forth in this Section 6.15 become untrue with respect to the matters described on Schedule 6.15, individually or in the aggregate, no Event of Default shall be deemed to have occurred on the Closing Date, notwithstanding anything to the contrary set forth in Section 11.1(b), unless such representations were untrue in any material capital expenditures relating to Environmental Lawsrespect on the Closing Date.

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

Compliance with Environmental Laws. The Company (i) is, and at Except where the aggregate of all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits such violations or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating failures to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has comply could not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on Material Adverse Effect (a) the capital expendituresoperations of such Credit Party and each of its Restricted Subsidiaries comply with all applicable federal, earnings state or competitive position of the Companylocal environmental, health and safety statutes, regulations, or ordinances, and (zb) none of the Company does operations of such Credit Party or any of its Restricted Subsidiaries is the subject of any judicial or administrative proceeding alleging the violation of any federal, state or local environmental, health or safety statute, regulation, direction, ordinance, criteria or guidelines. Except as could not anticipate reasonably be expected to have a Material Adverse Effect, to the knowledge of each Credit Party and any of its Restricted Subsidiaries, none of the operations of such Credit Party or any of its Restricted Subsidiaries is the subject of any federal or state investigation evaluating whether such Credit Party or any of its Restricted Subsidiaries disposed any hazardous or toxic waste, substance or constituent or other substance at any site that may require remedial action, or any federal or state investigation evaluating whether any remedial action is needed to respond to a release of any hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as disclosed on Schedule 5.14 and except for any notices required in connection with any environmental permits or annual reporting requirements in the ordinary course of business, neither such Credit Party nor any of its Restricted Subsidiaries have filed any notice under any federal or state law indicating past or present treatment, storage or disposal of a hazardous waste or reporting a spill or release of a hazardous or toxic waste, substance or constituent, or other substance into the environment. Except as could not reasonably be expected to have a Material Adverse Effect, neither such Credit Party nor any of its Restricted Subsidiaries have any contingent liability of which such Credit Party has knowledge in connection with any release of any hazardous or toxic waste, substance or constituent, or other substance into the environment, nor has such Credit Party or any of its Restricted Subsidiaries received any notice or letter advising it of potential liability arising from the disposal of any hazardous or toxic waste, substance or constituent or other substance into the environment. The matters disclosed on Schedule 5.14 are provided by the Credit Parties for information purposes only and none of such matters, individually or in the aggregate, could, as of the Closing Date, reasonably be expected to have a Material Adverse Effect for the purposes described in this Section 5.14; provided, however, if at any time after the Closing Date the representations set forth in this Section 5.14 become untrue with respect to the matters described on Schedule 5.14, individually or in the aggregate, no Event of Default shall be deemed to have occurred on the Closing Date, notwithstanding anything to the contrary set forth in Section 10.1(b), unless such representations were untrue in any material capital expenditures relating to Environmental Lawsrespect on the Closing Date.

Compliance with Environmental Laws. The Company (i) isThe Issuer and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safetysafety as such relates to exposure to hazardous or toxic substances, wastes, pollutants or contaminants, the environment, or natural resources, or to usethe release, handlingdischarge, storage, manufacturingtreatment, generation, use, transportation, treatment, discharge, recycling or disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Issuer or its subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliance, violation, liabilityfailure to comply, or other obligation could failure to receive required permits, licenses or approvals, or cost or liability (whether accrued, contingent, fixed, determinable, determined or otherwise), as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in each of the ProspectusTime of Sale Information and the Prospectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Issuer or any of its subsidiaries under any Environmental Laws in which a governmental authority 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, party and (y) the Company is Issuer and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

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

Compliance with Environmental Laws. The Except as disclosed in the Disclosure Package and the Prospectus, and except for such matters as would not, individually or in the aggregate, have a Material Adverse Effect or be required to be disclosed in the Prospectus pursuant to the Securities Act, the Company, the Subsidiary Guarantors and the other subsidiaries of the Company (ior, to the knowledge of the Company or the Subsidiary Guarantors, any other entity for whose acts or omissions the Company is or the Subsidiary Guarantors are or may be liable) is(1) are conducting and have conducted their businesses, operations and at all times prior hereto was, facilities in compliance with Environmental Laws (as defined below); (2) possess and maintain in full force and effect any and all permits, licenses or registrations required under Environmental Law for the conduct of their businesses (“Environmental Permits”); (3) have not, pursuant to any contract, assumed responsibility to cure any currently identified material liability under Environmental Law or to remediate any currently identified Hazardous Substances (as defined below) spill or release; (4) have not received any notice from a governmental authority or any other third party alleging any violation of Environmental Law or liability thereunder (including, without limitation, liability as a “potentially responsible party” and/or for costs of investigating or remediating sites containing Hazardous Substances and/or damages to natural resources); (5) are not subject to any pending or, to the knowledge of the Company or the Subsidiary Guarantors, threatened claim or other legal proceeding under any Environmental Laws against the Company or its subsidiaries; (6) do not have knowledge of any pending Environmental Law, or any unsatisfied condition in an Environmental Permit, or any release of Hazardous Substances that, individually or in the aggregate, can reasonably be expected to require any material capital expenditures to maintain the Company’s or the subsidiaries’ compliance with Environmental Law or with their Environmental Permits; and (7) does not (A) rely on any third party for an indemnity for, or the contractual assumption of, any material remediation obligation or liability under Environmental Law and (B) have reasonable cause to believe that such third party will default in its obligation to comply with such indemnity or contractual assumption. As used in this paragraph, “Environmental Laws” means any and all applicable federal, state, local, and foreign laws, regulationsstatutes, ordinances, rules, ordersregulations, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionaland common law, or local authorityany enforceable administrative or judicial interpretation, order, consent, decree or judgment thereof, relating to pollution, pollution or the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includesincluding, without limitation, obtainingthose relating to, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to regulating, or imposing liability or standards of conduct their respective businessesconcerning (i) noise or odor, and (ii) has not received notice emissions, discharges, releases or otherwise have knowledge threatened releases of any actual Hazardous Substances into ambient air, surface water, groundwater or alleged violation of Environmental Lawsland, (iii) the generation, manufacture, processing, distribution, use, treatment, storage, disposal, release, transport or handling of, or exposure to, Hazardous Substances, (iv) the protection of wildlife or endangered or threatened species, or (v) the investigation, remediation or cleanup of, or exposure to, any actual Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants or potential liability for or other obligation concerning the presencehazardous, disposal or release of hazardous dangerous or toxic substances substances, materials, constituents or wasteswastes or petroleum, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liabilitypetroleum products and their breakdown constituents, or any other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company chemical substance regulated under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. The Company Except as disclosed in the Documents, the Corporation and the Subsidiary and their respective properties, assets and operations are in compliance with, and the Corporation and the Subsidiary hold all permits, authorizations and approvals required under, Environmental Laws (as defined below), except to the extent that failure to so comply or to hold such permits, authorizations or approvals would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; there are no past, present or, to the Corporation’s knowledge, reasonably anticipated future, events, conditions, circumstances, activities, practices, actions, omissions or plans that could reasonably be expected to give rise to any material costs or liabilities to the Corporation or the Subsidiary under, or to interfere with or prevent compliance by the Corporation or the Subsidiary with, Environmental Laws; except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or as disclosed in the Documents, neither the Corporation nor the Subsidiary (i) isis the subject of any investigation, and at all times prior hereto was(ii) has received any notice or claim, (iii) is a party to or affected by any pending or, to the Corporation’s knowledge, threatened, action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements each case relating to any alleged violation of any governmental authorityEnvironmental Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, including without limitation "Environmental Law" means any international, foreign, nationalfederal, state, provincial, regionallocal or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or local authoritycommon law, relating to pollutionhealth, safety or the protection protection, cleanup or restoration of human health or safety, the environment, environment or natural resources, or including those relating to usethe distribution, handlingprocessing, generation, treatment, storage, manufacturingdisposal, transportation, treatment, discharge, disposal other handling or release or threatened release of Hazardous Materials, and "Hazardous Materials" means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes, pollutants ) that is regulated by or contaminants (“may give rise to liability under any Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsLaw).

Compliance with Environmental Laws. The Company (i) isThe Company and the Guarantors (x) are in compliance with, and at have not violated, any and all times prior hereto wasapplicable federal, in compliance with all state, local and foreign laws, rules, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environmentenvironment or hazardous or toxic substances or wastes, pollutants or natural resourcescontaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to useconduct their respective businesses, handling, storage, manufacturing, transportation, treatment, discharge, and (z) have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable at any location, and have no knowledge of any circumstance, event or condition that would reasonably be expected to result in any such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businessesnotice or liability, and (ii) has not received notice there are no costs or otherwise have knowledge liabilities associated with Environmental Laws of any actual or alleged violation of Environmental Laws, relating to the Company or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsits subsidiaries, except in the case of clause (i) or and (ii) where above, for any such non-compliancefailure to comply with, violationor failure to receive required permits, licenses or approvals, or cost or liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in each of the ProspectusTime of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Company and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, nationalapplicable federal, state, provinciallocal or foreign statute, regionallaw, rule, regulation, ordinance, code or local authorityrule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution, the pollution or protection of human health or safetyhealth, the environmentenvironment (including, without limitation, ambient air, surface water, groundwater, land surface or natural resourcessubsurface 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, handlingtreatment, storage, manufacturingdisposal, transportationtransport or handling of Hazardous Materials (collectively, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous Hazardous Materials, and have no knowledge of any event or toxic substances condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or wastes, pollutants liabilities associated with Environmental Laws of or contaminantsrelating to the Company or its subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancefailure to comply, violationor failure to receive required permits, licenses or approvals, or cost or liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Issuer and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safetysafety as such relates to exposure to hazardous or toxic substances, wastes, pollutants or contaminants, the environment, or natural resources, or to usethe release, handlingdischarge, storage, manufacturingtreatment, generation, use, transportation, treatment, discharge, recycling or disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Issuer or its subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliance, violation, liabilityfailure to comply, or other obligation could failure to receive required permits, licenses or approvals, or cost or liability (whether accrued, contingent, fixed, determinable, determined or otherwise), as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in each of the ProspectusPricing Disclosure Package and the Prospectus or except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company Issuer or any of its subsidiaries under any Environmental Laws in which a governmental authority 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, party and (y) the Company is Issuer and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. The Company (i1) isExcept as set forth in Section 5.16 of the Disclosure Schedule or that would not have a Material Adverse Effect, and at all times prior hereto was(A) each of the Credit Parties and, to Borrower's knowledge, Environmental Affiliates are in compliance in all material respects with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, (B) each of the Credit Parties and, to Borrower's knowledge, Environmental Affiliates have all Environmental Approvals required to operate their businesses as presently conducted, (C) none of the Credit Parties has received and, to the best of Borrower's knowledge, no Environmental Affiliate has received any communication from a Governmental Authority, employee or of any actual other Person or potential liability for group that alleges that such Credit Party is not in compliance in all material respects with all Environmental Laws (which, if first received after the Closing Date, has not been disclosed to the Lenders if and to the extent required under Section 6.2(b)) and (D) to Borrower's knowledge, there are no circumstances known to Borrower which may prevent or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except interfere with such compliance in the case future. (2) Except as set forth in Section 5.16 of clause (i) the Disclosure Schedule or (ii) where such non-compliancewhich would not have a Material Adverse Effect: there is no Environmental Claim pending or threatened against any Credit Party or, violationto Borrower's knowledge, liabilityEnvironmental Affiliate which, individually or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a material effect on Material Adverse Effect; and, to Borrower's knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including the capital expendituresrelease, earnings emission, discharge or competitive position disposal of any Material of Environmental Concern, that would reasonably be expected to form the basis of any Environmental Claims against any Credit Party or Environmental Affiliate, which Environmental Claims, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (3) Without limiting the generality of the Companyforegoing, except as disclosed in any environmental report made available to Agent or in Section 5.16 of the Disclosure Schedule, to Borrower's knowledge: (i) there are no on-site or off-site locations at which any Credit Party or Environmental Affiliate has stored, disposed of or arranged for the disposal of Materials of Environmental Concern; (ii) there are no underground storage tanks located on property owned or leased by any Credit Party or Environmental Affiliate; (iii) there is no asbestos contained in or forming part of any building, building component, structure or office space owned or leased by any Credit Party or Environmental Affiliate; and (ziv) the Company does not anticipate material capital expenditures relating no polychlorinated biphenyls ("PCB's") are used or stored at any property owned or leased by any Credit Party or Environmental Affiliate, in any such case that is reasonably expected to Environmental Lawshave a Material Adverse Effect.

Compliance with Environmental Laws. The Company (i) is, and at all times prior hereto was, is in compliance in all material respects with any and all applicable foreign, federal, state and local laws, orders, rules, regulations, ordinancesdirectives, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decrees and judgments relating to pollution, the protection of human health or and safety, the environment, environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and ); (ii) has not received notice all permits, licenses or otherwise have knowledge other approvals required of any actual or alleged violation of it under applicable Environmental Laws, or to conduct its business as described in the Prospectus; and (iii) is in compliance with all terms and conditions of any actual such permit, license or potential liability for approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other obligation concerning approvals or failure to comply with the presenceterms and conditions of such permits, disposal licenses or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could approvals would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described There are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up and any potential liabilities to third parties) which would, individually or in the Prospectusaggregate, (x) have a Material Adverse Effect. To the Company’s knowledge, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings that are pending, or known relating to be contemplated, any Environmental Law against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed and there are no monetary sanctions of $100,000 events or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, circumstances that could would reasonably be expected to have a material effect on form the capital expendituresbasis of an order for clean-up or remediation, earnings or competitive position of the Companyan action, and (z) suit or proceeding by any private party or governmental body or agency, against or affecting the Company does not anticipate material capital expenditures or any of its predecessors in interest relating to hazardous materials or any Environmental Laws. No property that is or has been owned, leased or occupied by the Company or its Subsidiary has been designated as a Superfund Site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq. “CERCLA”) or otherwise designated as a contaminated site under applicable state or local law and the Company has not been named as a “potentially responsible party” under CERCLA.

Compliance with Environmental Laws. The Company (i) isThe Company and its subsidiaries (A) are and, and at all times prior hereto wassince January 1, 2017, have been in compliance with any and all lawsapplicable federal, state, local and foreign laws (including common law), rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or and safety, the environment, environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (B) applicable to such entityhave received and are and, which since January 1, 2017, have been in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws (collectively “Environmental Permits”) to conduct their respective businesses; (C) except as described in the Offering Memorandum, and (ii) has have not received any notice or otherwise have knowledge of any actual or alleged violation of claim relating to Environmental Laws, including, without limitation, any notice or claim of any actual or potential liability for the investigation or other obligation concerning the presence, disposal or release remediation of any hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice or claim; and (D) are not a party to any order, decree or agreement that imposes any obligation or liability under any Environmental Law and (ii) there are no costs or liabilities (whether accrued, contingent, absolute, determined, determinable or otherwise) associated with Environmental Laws or Environmental Permits, including, without limitation, any capital or operating expenditures required for cleanup, investigation or closure of properties or compliance with Environmental Laws or Environmental Permits, any related constraints on operating activities and any potential liabilities to third parties, of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required Environmental Permits, or order, decree, or agreement, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. The Company Except as described in the Time of Sale Information and the Prospectus, (i) isthe Company and its subsidiaries (a) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, ordersdecisions, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, orders and the common law relating to pollution, pollution or the protection of the environment, natural resources or human health or safety, including those relating to the environmentgeneration, or natural resourcesstorage, or to treatment, use, handling, storage, manufacturing, transportation, treatmentRelease or threat of Release of Hazardous Materials (collectively, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (b) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iic) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under 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 have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation concerning or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the presence, disposal Company or release of hazardous or toxic substances or wastes, pollutants or contaminantsits subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancematter, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (xa) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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, (yb) the Company is and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws Laws, including the Release or concerning hazardous or toxic substances or wastes, pollutants or contaminantsthreat of Release of Hazardous Materials, that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyMaterial Adverse Effect, and (zc) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company and each of its subsidiaries (i) isare, and at all times prior hereto waswere, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants Environmental Laws (“Environmental Laws”as defined below) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, ; and (ii) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the ProspectusRegistration Statement, the Pricing Disclosure Package and the Final Prospectus Supplement, (x) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its subsidiaries under Environmental Laws in which a governmental authority is also a partyLaws, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 would not, individually or more will be imposedin the aggregate, have a Material Adverse Effect; (y) to the knowledge of the Company, none of the Company or any of its subsidiaries is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, Company and its subsidiaries; and (z) none of the Company does not anticipate or any of its subsidiaries anticipates material capital expenditures relating to Environmental Laws. As used herein, the term “Environmental Laws” means any laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including, without limitation, any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to the use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants.

Compliance with Environmental Laws. The Company (i) isExcept as would not, individually or in the aggregate, have a Material Adverse Effect, and at except as disclosed in each of the Time of Sale Information and the Offering Circular, (A) each of the Escrow Issuer, the Company and its subsidiaries is in compliance with and not subject to liability under applicable Environmental Laws (as defined below), (B) each of the Escrow Issuer, the Company and its subsidiaries has made all times prior hereto wasfilings and provided all notices required under any applicable Environmental Law, and has and is in compliance with all lawspermits required under any applicable Environmental Laws and each of them is in full force and effect, regulations(C) there is no civil, ordinancescriminal or administrative action, rulessuit, ordersdemand, judgmentsclaim, decreeshearing, permits notice of violation, investigation, proceeding, notice or other legal requirements demand letter or request for information pending or, to the knowledge of the Escrow Issuer or the Company, threatened against it under any Environmental Law, (D) no lien, charge, encumbrance or restriction has been recorded under any Environmental Law with respect to any assets, facility or property owned, operated, leased or controlled by the Escrow Issuer, the Company or any of its subsidiaries, (E) none of the Escrow Issuer, the Company or any of its subsidiaries has received notice that it has been identified as a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), or any comparable Environmental Law, (F) no property or facility of the Escrow Issuer, Company or its subsidiaries is (i) listed or proposed for listing on the National Priorities List under CERCLA or is (ii) listed in the Comprehensive Environmental Response, Compensation, Liability Information System List promulgated pursuant to CERCLA, or on any comparable list maintained by any state or local governmental authority, including without limitation (G) none of the Escrow Issuer, the Company or any internationalof its subsidiaries is subject to any order, foreign, national, state, provincial, regionaldecree or agreement requiring, or local authority, is otherwise obligated or required to perform any response or corrective action relating to pollution, the protection of human health or safety, the environment, or natural resources, or any Hazardous Materials (as defined below) pursuant to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“any Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, Law and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (xH) there are no proceedings that are pendingpast or present actions, events, operations or known to be contemplated, against the Company under Environmental Laws in activities which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on prevent or interfere with compliance by the capital expendituresEscrow Issuer, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating or any of its subsidiaries with any applicable Environmental Law or to result in liability under any applicable Environmental LawsLaw.

Compliance with Environmental Laws. The Company (i) isExcept with respect to any matters that, individually or in the aggregate, would not result in a Material Adverse Effect, the Company and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to useconduct their respective businesses; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, handling, storage, manufacturing, transportation, treatment, discharge, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have no knowledge of any actual event or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except for (x) costs or liabilities associated with failure to receive or comply with required permits, licenses or approvals or (y) other costs or liabilities associated with Environmental Laws, where, in either case of (x) or (y), such costs or liabilities would not, individually or in the aggregate, have a Material Adverse Effect. Except Effect and (iii) except as described in the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures during 2009 relating to any Environmental Laws.

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

Compliance with Environmental Laws. The Company (i) is, Each of BIF and at all times prior hereto was, the BIF Subsidiaries has conducted its respective business in material compliance with all federal, state, county and municipal laws, including statutes, regulations, rules, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authorityrestrictions and requirements, relating to pollutionunderground storage tanks, petroleum products, air pollutants, water pollutants or process waste water or otherwise relating to the protection of human health environment or safety, the environment, toxic or natural resources, hazardous substances or to the manufacture, processing, distribution, use, recycling, generation, treatment, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release transport of any hazardous or toxic substances or wastespetroleum products (including polychlorinated biphenyls, pollutants whether contained or contaminants uncontained, and asbestos-containing materials, whether friable or not), including, but not limited to, the Federal Solid Waste Disposal Act, the Hazardous and Solid Waste Amendments, the Federal Clean Air Act, the Federal Clean Water Act, the Occupational Health and Safety Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 and the Superfund Amendments and Reauthorization Act of 1986, all as amended, and regulations of the Environmental Protection Agency, the Nuclear Regulatory Agency and any state department of natural resources or state environmental protection agency now or at any time hereafter in effect (“collectively, the "Environmental Laws”) applicable "). There are no pending or, to the knowledge of BIF, threatened actions or proceedings by any local municipality, sewerage district or other governmental entity against BIF or any of the BIF Subsidiaries with respect to the Environmental Laws and, to the knowledge of BIF, there is no basis or grounds for any such entityaction or proceeding. No environmental clearances or other governmental approvals are required for the conduct of the business of BIF or any of the BIF Subsidiaries or the consummation of the transactions contemplated hereby. To the knowledge of BIF, neither BIF nor any of the BIF Subsidiaries is the owner of any interest in real estate on which any substances have been used, stored, deposited, treated, recycled or disposed of, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or if known to be contemplatedpresent on, against the Company at or under Environmental Laws in which a governmental authority is also a partysuch property, would require clean-up, removal or some other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of remedial action under any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

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

Compliance with Environmental Laws. The Company (i) isExcept as described in each of the Registration Statement, the Time of Sale Information and at all times prior hereto wasthe Prospectus, the Company and its subsidiaries (x) are in compliance in all material respects with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, ; and (iiz) has have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in and the case Company has no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings regarding which it is reasonably believed no by the Company that the aggregate amount of any monetary sanctions imposed in excess of amounts therefor fully covered by insurance will not exceed $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws10,000,000.

Compliance with Environmental Laws. The Company Except as otherwise described in the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Change (i) isneither the Company nor any of its subsidiaries are, and at all times prior hereto wassince January 1, 2019 were not, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements violation of any governmental authority, including without limitation any international, foreign, nationalfederal, state, provincial, regional, local or local authority, foreign law or regulation relating to pollution, the pollution or protection of human health or safetythe environment (including, the environmentwithout limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or natural resourcesotherwise relating to the manufacture, or to processing, distribution, use, handlingtreatment, storage, manufacturingdisposal, transportationtransport or handling of Materials of Environmental Concern (collectively, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity), which compliance 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; (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 has 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 the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries 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 which it is reasonably believed would impose monetary sanctions of $100,000 or more; and (iii) to the best of the Company’s knowledge, there are no present actions, and at all times since January 1, 2019 there have not been any, activities, circumstances, conditions, events or incidents, including, without limitation, obtainingthe release, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businessesemission, and (ii) has not received notice discharge, presence or otherwise have knowledge disposal of any actual or alleged Material of Environmental Concern, that reasonably could result in a violation of any Environmental Laws, Law or form the basis of a potential Environmental Claim against the Company or any actual of its subsidiaries or potential against any person or entity whose liability for any Environmental Claim the Company or other obligation concerning the presence, disposal any of its subsidiaries has retained or release assumed either contractually or by operation of hazardous or toxic substances or wastes, pollutants or contaminantslaw, except in the case of clause (i) or (ii) where such non-compliancenoncompliance, violation, liability, liability or other obligation could would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsChange.

Compliance with Environmental Laws. The Company Except as described in the Parent SEC Documents, (a) the Parent and its Subsidiaries (i) isare, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human worker or public health or safety, the environment, or natural resources, hazardous or toxic substances or wastes, or pollutants or contaminants, including without limitation petroleum and other products (collectively, “Environmental Laws”), (ii) have received and are in compliance with all Licenses or approvals required of them under applicable Environmental Laws to useconduct their respective businesses, handlingand (iii) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, storage, manufacturing, transportation, treatment, discharge, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of including without limitation petroleum and other products, that would with respect to clause (i), (ii) or (iiiii), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (b) where there are no costs or liabilities associated with Environmental Laws of or relating to the Parent or its Subsidiaries, except for any such non-compliance, violation, liability, cost or other obligation could liability as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described in the Prospectus, ; and (xc) (i) there are no proceedings that are pending, or that are known to be contemplated, against the Company Parent or any of its Subsidiaries under any Environmental Laws in which a governmental authority Governmental Body is also a party, other than such proceedings regarding which it is would not, individually or in the aggregate, reasonably believed no monetary sanctions of $100,000 or more will be imposedexpected to have a Material Adverse Effect, (yii) the Company is Parent and its Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, wastes or pollutants or contaminants, including without limitation petroleum and other products, that could would, individually or in the aggregate, reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyMaterial Adverse Effect, and (ziii) none of the Company does not anticipate Parent and its Subsidiaries anticipates material capital expenditures relating to any Environmental LawsLaws that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Compliance with Environmental Laws. The Company (i) is, The Company and at all times prior hereto was, its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, ; and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of clause (i) above and this clause (ii), for any such failure to comply with, or failure to receive, required permits, licenses, certificates, authorizations or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in each of the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, Company and its subsidiaries and (z) neither the Company does not anticipate nor any of its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Company and each of its subsidiaries have, since December 31, 2013, complied and at all times prior hereto was, are in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, includes maintaining and complying with all permits Permits, licenses, exemptions and authorizations and other approvals required by of them under applicable Environmental Laws to conduct their respective businesses, businesses and (ii) has not received notice or otherwise have knowledge occupy each of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantstheir properties, except in the case of clause (i) or (ii) where such non-compliancefor noncompliance, violation, liability, or other obligation could not, in the aggregate, which would not reasonably be expected to result in a Material Adverse Effect. . (ii) Except as described in the Prospectuswith respect to matters that have been fully and finally settled or resolved, (x) there are no proceedings that are Environmental Claim is pending, or known to be contemplatedthe Knowledge of the Company threatened, against the Company under Environmental Laws in or any of its subsidiaries which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have result in a material effect on Material Adverse Effect. (iii) None of the capital expendituresCompany or any of its subsidiaries has released any gasoline or petroleum (include crude oil or any fraction thereof) or petroleum products, earnings polychlorinated biphenyls, urea-formaldehyde insulation, asbestos, pollutants, contaminants, radioactivity, or competitive position any other substances that are regulated (collectively, “Materials of Environmental Concern”) pursuant to or could give rise to liability under any Environmental Law in a manner that would reasonably be expected to a result in a Material Adverse Effect, and, to the Knowledge of the Company, and (z) Materials of Environmental Concern are not present at, under, in or affecting any property currently or formerly owned, leased or used by any of the Company does or any of its subsidiaries, that would reasonably be expected to result in a Material Adverse Effect. (iv) The Restructuring will not anticipate material capital expenditures give rise to (i) any obligations to obtain the consent of any Governmental Entity under any Environmental Laws or (ii) any action to revoke, terminate, withdraw, cancel, limit, condition, appeal or otherwise review, or any other adverse effect on, any permits, licenses or other approvals required of the Company or any of its subsidiaries under applicable Environmental laws to conduct their respective business and occupy each of their properties, in each case, which would reasonably be expected to materially and adversely impact the Company or any of its subsidiaries. (v) To the Knowledge of the Company, the Company has made available to the Investors or their advisors true and complete copies of all material, non-privileged environmental reports, audits and investigations relating to Environmental Lawsthe Company and its subsidiaries and each of the properties owned or operated by it or them.

Compliance with Environmental Laws. The Company (i) isThe Company will comply, and at all times prior hereto wasthe Company will cause each of its Subsidiaries to comply, in compliance with all lawsEnvironmental Laws applicable to the ownership, regulationslease or use of all Real Property now or hereafter owned, ordinancesleased or operated by the Company or any of its Subsidiaries, ruleswill promptly pay or cause to be paid all costs and expenses incurred in connection with such compliance, orders, judgments, decrees, permits and will keep or other legal requirements cause to be kept all such Real Property free and clear of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable Liens imposed pursuant to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice neither the Company nor any of its Subsidiaries will generate, use, treat, store, release or otherwise have knowledge of any actual or alleged violation of Environmental Lawsdispose of, or permit the genera- tion, use, treatment, storage, release or disposal of Hazardous Materials on any actual Real Property now or potential liability for hereafter owned, leased or other obligation concerning operated by the presenceCompany or any of its Subsidiaries, disposal or release transport or permit the transportation of hazardous Hazardous Materials to or toxic substances or wastes, pollutants or contaminantsfrom any such Real Property, except to the extent that the failure to comply with the requirements specified in the case of clause (i) or (ii) where such non-complianceabove, violation, liability, either individually or other obligation could not, in the aggregate, would not be reasonably be expected likely to result in have a Material Adverse Effect. Except as described in the ProspectusIf required to do so under any applicable directive or order of any governmental agency, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under agrees to undertake, and cause each of its Subsidiaries to undertake, any clean up, removal, remedial or other action necessary to remove and clean up any Hazardous Materials from any Real Property owned, leased or operated by the Company or any of its Subsidiaries in accordance with, in all material respects, the requirements of all applicable Environmental Laws and in which a accordance with, in all material respects, such orders and directives of all governmental authority is also a partyauthorities, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) except to the extent that the Company or such Subsidiary is not aware of any issues regarding compliance with Environmental Laws, including any pending contesting such order or proposed 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 directive in good faith and by appropriate proceedings and for which adequate reserves have been established to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Lawsextent required by GAAP.

Compliance with Environmental Laws. The Company (ia) isExcept as set forth on Schedule 5.08 attached hereto, the Consolidated Companies have received no notices of claims or potential liability under, and at all times prior hereto was, are in compliance with with, all lawsapplicable Environmental Laws, where such claims and liabilities under, and failures to comply with, such statutes, regulations, rules, ordinances, ruleslaws or licenses, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, would reasonably be expected to result in a Material Adverse Effect. penalties, fines, claims or other liabilities to the Consolidated Companies in amounts in excess of five percent (5%) of Consolidated Net Worth, either individually or in the aggregate. (b) Except as described set forth on Schedule 5.08 attached hereto, none of the Consolidated Companies has received any notice of violation, or notice of any action, either judicial or administrative, from any governmental authority (whether United States or foreign) relating to the actual or alleged violation of any Environmental Law, including, without limitation, any notice of any actual or alleged spill, leak, or other release of any Hazardous Substance, waste or hazardous waste by any Consolidated Company or its employees or agents, or as to the existence of any contamination on any properties owned by any Consolidated Company, where any such violation, spill, leak, release or contamination would reasonably be expected to result in penalties, fines, claims or other liabilities to the Consolidated Companies in amounts in excess of five percent (5%) of Consolidated Net Worth, either individually or in the Prospectusaggregate. (c) Except as set forth on Schedule 5.08 attached hereto, the Consolidated Companies have obtained all necessary governmental permits, licenses and approvals which are material to the operations conducted on their respective properties, including without limitation, all required material permits, licenses and approvals for (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (yi) the Company is not aware emission of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, air pollutants or contaminants, that could reasonably be expected to have a material effect on (ii) the capital expenditurestreatment or pretreatment and discharge of waste water or storm water, earnings (iii) the treatment, storage, disposal or competitive position generation of hazardous wastes, (iv) the Companywithdrawal and usage of ground water or surface water, and (zv) the Company does not anticipate material capital expenditures relating to Environmental Lawsdisposal of solid wastes.

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

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

Compliance with Environmental Laws. The Company Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change: (i) is, and at all times prior hereto was, neither the Company nor any of its Subsidiaries is in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements violation of any governmental authorityUnited States federal, state or local, or any foreign, statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including without limitation any internationaljudicial or administrative order, foreignconsent, national, state, provincial, regional, decree or local authorityjudgment, relating to pollution, the pollution or protection of human health or safetyhealth, the environmentenvironment (including, without limitation, ambient air, surface water, groundwater, land surface or natural resourcessubsurface 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 (collectively, “Hazardous Materials”) or otherwise related to the manufacture, processing, distribution, use, handlingtreatment, storage, manufacturingdisposal, transportationtransport or handling of Hazardous Materials (collectively, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity), which compliance violation includes, without limitationbut is not limited to, obtainingnoncompliance 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, maintaining or noncompliance with the terms and complying with 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; (ii) the Company and its Subsidiaries have all permits and material permits, authorizations and approvals required by under any applicable Environmental Laws and are in compliance with their requirements; (iii) there are no pending or, to conduct their respective businessesthe Company’s knowledge, and (ii) 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, or any investigation with respect to which the Company or any of its Subsidiaries has not received written notice or otherwise have knowledge of any actual written notice by any person or alleged violation of Environmental Laws, or of any actual or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys’ fees or other obligation concerning penalties arising out of, based on or resulting from the presence, disposal or release into the environment, of hazardous any Hazardous Materials at any location owned, leased or toxic substances operated by the Company or wastesany of its Subsidiaries, pollutants now or contaminants, except in the case of clause past; and (iiv) to the Company’s knowledge, there are no past or (ii) where such non-compliancepresent actions, violationactivities, liabilityevents, conditions, incidents or other obligation could not, in the aggregate, circumstances that might reasonably be expected to result in a Material Adverse Effect. Except as described in violation of any Environmental Law or form the Prospectus, (x) there are no proceedings that are pendingbasis of an order for clean-up or remediation, or known to be contemplatedan action, suit, investigation or proceeding by any private party or governmental body or agency, against or affecting the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions or any of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures its Subsidiaries relating to Hazardous Materials or any Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Company and its subsidiaries (a) are, and at all times prior hereto wassince their respective inceptions have been, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, ordersdecisions, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, orders and the common law relating to pollution, pollution or the protection of the environment, natural resources or human health or safety, including those relating to the environmentgeneration, or natural resourcesstorage, or to treatment, use, handling, storage, manufacturing, transportation, treatmentRelease (as defined below) or threat of Release of Hazardous Materials (as defined below) (collectively, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (b) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iic) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under 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 have no knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation concerning or liability under any Environmental Law, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the presence, disposal Company or release of hazardous or toxic substances or wastes, pollutants or contaminantsits subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancematter, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except Change; and (iii) except as described in the Registration Statement and the Prospectus, (xa) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 imposedimposed against the Company, (yb) to the Company is not aware knowledge of any the Company, there are no facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws Laws, including the Release or concerning hazardous or toxic substances or wastes, pollutants or contaminantsthreat of Release of Hazardous Materials, that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany or its subsidiaries, and (zc) none of the Company does not anticipate and its subsidiaries anticipates any material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Except for such matters as would not, individually or in the aggregate, either result in a Material Adverse Effect or require disclosure in the Pricing Disclosure Package, any Company Additional Written Communication and the Final Offering Memorandum, the Company, the Guarantors and its or their respective subsidiaries (or, to the knowledge of the Company, any of their predecessors in interest) (i) isare conducting and have conducted their businesses, operations and at all times prior hereto was, facilities in compliance with Environmental Law (as defined below); (ii) possess, and are in compliance with, any and all permits, licenses or registrations required under Environmental Law (“Environmental Permits”); (iii) will not require material expenditures to maintain such compliance with Environmental Law or their Environmental Permits or to remediate, clean up, xxxxx or remove any Hazardous Substance (as defined below); and (iv) are not subject to any pending or, to the best knowledge of the Company, the Guarantors or any of its or their respective subsidiaries, threatened claim or other legal proceeding under any Environmental Laws against the Company, the Guarantors or any of its or their respective subsidiaries, and have not been named as a “potentially responsible party” under or pursuant to any Environmental Law. As used in this paragraph, “Environmental Law” means any and all applicable federal, state, local and foreign laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionalregulations and common law, or local authorityany administrative or judicial order, consent, decree or judgment thereof, relating to pollution, pollution or the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includesincluding, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws those related to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pendingemissions, discharges, releases or threatened releases of, or known to be contemplatedexposure to, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposedHazardous Substances, (y) the Company is not aware generation, manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental LawsHazardous Substances, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to investigation, remediation or cleanup of any Hazardous Substances. As used in this paragraph, “Hazardous Substances” means pollutants, contaminants or hazardous, dangerous, toxic, biohazardous or infectious substances, materials or wastes or any other chemical substance regulated under Environmental Laws.

Compliance with Environmental Laws. The Company (i) is, The Company and at all times prior hereto was, its Subsidiaries (x) are in compliance with all lawsall, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, ordinancesrequirements, rules, ordersdecisions, judgments, decrees, permits or orders and other legal legally enforceable requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, pollution or the protection of human health or safety, the environment, or natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) have received and are in compliance with all, and have not violated any, permits, licenses, certificates or other authorizations or approvals required of them under any Environmental Laws to useconduct their respective businesses; and (z) have not received written notice of any actual or potential liability or obligation under or relating to, handlingor any actual or potential violation of, storageany Environmental Laws, manufacturing, transportation, treatment, discharge, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants caused by the Company or its Subsidiaries, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, except in each case of clauses (“Environmental Laws”x), (y) applicable to and (z), where such entityviolation would not, which compliance includesindividually or in the aggregate, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesseshave a Material Adverse Effect, and (ii) has not received notice there are no costs or otherwise have knowledge liabilities associated with Environmental Laws of any actual or alleged violation of Environmental Laws, relating to the Company or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsits Subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliance, violation, liability, or other obligation could matter as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in each of the ProspectusTime of Sale Information and the Offering Memorandum, (x) there are is no proceedings proceeding that are is pending, or that is known to be contemplated, against the Company or any of its Subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings proceeding regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposedimposed on the Company or its Subsidiaries, (y) the Company is and its Subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its Subsidiaries, and (z) none of the Company does not anticipate or its Subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Company and its Subsidiaries (a) are, and at all times prior hereto wasduring the past six years were, in compliance with any and all applicable U.S. federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, ordersdecisions, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decrees and orders relating to pollution, pollution or the protection of the environment, natural resources or human health or safety, including those relating to the environmentgeneration, or natural resourcesstorage, or to treatment, use, handling, storage, manufacturing, transportation, treatmentRelease (as defined below) or threat of Release of Hazardous Materials (as defined below) (collectively, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (b) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iic) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to 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 neither the Company nor any of its Subsidiaries have any knowledge of any event or condition that would reasonably be expected to result in any such notice, (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation concerning or liability under any Environmental Law; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the presence, disposal Company or release of hazardous or toxic substances or wastes, pollutants or contaminantsits Subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancematter, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described in the Prospectus, ; and (xiii) (a) there are no proceedings that are pending, or that are known to the Company or its Subsidiaries to be contemplated, against the Company or any of its Subsidiaries under any Environmental Laws in which a governmental authority 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 imposedimposed against the Company or its Subsidiaries, (yb) the Company is and its Subsidiaries are not aware of any facts or issues regarding the Company’s or its Subsidiaries’ compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws Laws, including the Release or concerning hazardous or toxic substances or wastes, pollutants or contaminantsthreat of Release of Hazardous Materials, that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position Material Adverse Effect and (c) none of the Company, Company and (z) the Company does not anticipate its Subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

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

Compliance with Environmental Laws. The Company Except as disclosed in Schedule 4.20 hereto: (i) is, and at the operations of each Loan Party complies in all times prior hereto was, in compliance material respects with all lawsapplicable Environmental Laws; (ii) each Loan Party and all of their present facilities or operations, regulationsas well as to the knowledge of each Borrower and their past facilities or operations, ordinancesare not subject to any judicial proceeding or administrative proceeding or any outstanding written order or agreement with any governmental authority or private party respecting (a) any Environmental Law, rules(b) any Remedial Work, ordersor (c) any Environmental Claims arising from the Release of a Contaminant into the environment; (iii) to the best of the knowledge of each Borrower, judgmentsnone of their operations is the subject of any Federal or state investigation evaluating whether any Remedial Work is needed to respond to a Release of any Contaminant into the environment in violation of any Environmental Law; (iv) no Loan Party nor any predecessor of any Loan Party thereof has filed any notice under any Environmental Law indicating past or present treatment, decreesstorage, permits or disposal of a Hazardous Material or reporting a spill or Release of a Contaminant into the environment; (v) to the best of the knowledge of each Borrower, none of the Loan Parties has any contingent liability in connection with any Release of any Contaminant into the environment; (vi) none of the operations of any Loan Party involves the generation, transportation, treatment or disposal of Hazardous Materials; (vii) none of the Loan Parties has disposed of any Contaminant by placing it in or on the ground or waters of any premises owned, leased or used by any of them and to the knowledge of each Borrower, none of the Loan Parties has any lessee, prior owner, or other legal requirements person; (viii) no underground storage tanks or surface impoundments are on any property of any Loan Party; and (ix) no Lien in favor of any governmental authority, including without limitation authority for (A) any international, foreign, national, state, provincial, regionalliability under any Environmental Law or regulation, or local authority, relating (B) damages arising from or costs incurred by such governmental authority in response to pollution, the protection a Release of human health or safety, a Contaminant into the environment, has been filed or natural resources, or attached to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge the property of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsLoan Party.

Compliance with Environmental Laws. The Company and its Subsidiaries (i) isare, and at all times prior hereto waswere, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authorityGovernmental Authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could would not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described disclosed in the Registration Statement or the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company or any of its Subsidiaries under Environmental Laws in which a governmental authority Governmental Authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, and (y) the Company is and its Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, Laws or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, contaminants that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company (i) isThere are no actions, and at all times prior hereto wassuits, in compliance investigations, liabilities, inquiries, Proceedings or Orders involving the Acquiror or any of its Subsidiaries or any of their respective assets that are pending or, to the Knowledge of the Acquiror, threatened, nor to the Knowledge of the Acquiror, is there any factual basis for any of the foregoing, as a result of any asserted failure of the Acquiror or any of its Subsidiaries of, or any predecessor thereof, to comply with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits any Environmental Law. No environmental clearances or other legal requirements governmental approvals are required for the conduct of the business of the Acquiror or any of its Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of the Acquiror, neither the Acquiror nor any of its Subsidiaries is the owner of any governmental authorityinterest in real estate, including without limitation other than OREO, on which any internationalsubstances have been generated, foreignused, nationalstored, statedeposited, provincialtreated, regional, recycled or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entitydisposed of, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or if known to be contemplatedpresent on, against the Company at or under such property, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental Laws in which a governmental authority is also a partyLaw at such property or any impacted adjacent or down gradient property, other than except where such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is action would not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect Material Adverse Effect on the capital expendituresAcquiror. Except for any matters that have not had, earnings and would not reasonably be expected to have, individually or competitive position in the aggregate, a Material Adverse Effect on the Acquiror, the Acquiror and each Subsidiary of the Company, Acquiror has complied in all material respects with all Environmental Laws applicable to it and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.its business operations

Compliance with Environmental Laws. The Company Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) is, the Company and at all times prior hereto was, its Represented Subsidiaries are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) applicable to such entity, which the Company and its Represented Subsidiaries have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and ; (iiiii) has not none of the Company or its Represented Subsidiaries have received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in and the case Company has no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in a Material Adverse Effect. Except any such notice; (iv) to the knowledge of the Company, except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no costs (including capital or operating costs) or liabilities associated with violations of Environmental Laws of or relating to the Company or its Represented Subsidiaries; and (v) there is no unresolved or pending charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice filed, commenced or, to the knowledge of the Company, threatened against the Company or any of its Represented Subsidiaries alleging any liability under or failure to comply with any Environmental Laws. There are no proceedings that are pending, or known to be contemplatedthe knowledge of the Company, threatened, against the Company or any of its Represented Subsidiaries under any Environmental Laws in which a governmental authority 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 is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. The Company (i) isThe Company and each subsidiary, their respective properties and assets, and at all times prior hereto wasthe business, affairs and operations of each of the Company and the subsidiaries, have been in compliance in all material respects with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, (as hereinafter defined) and Environmental Permits (as hereinafter defined); (ii) neither the Company nor the subsidiaries are in material violation of any regulation relating to the Release (as hereinafter defined) or Threatened Release (as hereinafter defined) of Hazardous Materials (as hereinafter defined); (iii) each of the Company and the subsidiaries has not received notice or otherwise have complied in all material respects with all reporting and monitoring requirements under all Environmental Laws and Environmental Permits; and (iv) to the knowledge of any actual the Company, there are no events or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, circumstances that might reasonably be expected to result in form the basis of an order for clean up or remediation, or a Material Adverse Effect. Except as described in claim by any private party or governmental or regulatory authority, against or affecting the Prospectus, Company or the subsidiaries relating to Hazardous Materials or any Environmental Laws; and (xv) there are no proceedings that Environmental Permits which either the Company or the subsidiaries do not have which are pendingnecessary to conduct the business, affairs and operations of each of the Company and the subsidiaries, as presently conducted or known as planned, except for such Environmental Permits which if not obtained would not have a Material Adverse Change. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectuses, the Company and each subsidiary has, collectively, obtained or possess all material Permits required by applicable law and/or expects to receive all renewals for material Permits, including all material Environmental Permits to own, lease, and operate its properties and assets and to conduct the business as currently conducted or proposed to be contemplated, against conducted by the Company under and the subsidiaries, including access to and the construction, commissioning and operation of the Xxxxxxx Pass Project. Each material Environmental Laws Permit, is valid, subsisting and in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) good standing and neither the Company nor any such subsidiary is not aware in default or breach of any issues regarding compliance with material Environmental LawsPermit, including any and, except as otherwise disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectuses, no proceeding is pending or proposed Environmental Lawsor, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position knowledge of the Company, and (z) threatened to revoke or limit any material Environmental Permit. No approval, consent or authorization of any aboriginal or native group is pending for the operation of the businesses carried on or proposed to be commenced by the Company does not anticipate or any of its subsidiaries, including access to and the construction, commissioning and operation of the Xxxxxxx Pass Project. Neither the Company nor any of its subsidiaries has used, except in material compliance with all Environmental Laws and Environmental Permits, any property or facility which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Materials. Neither the Company nor any of its subsidiaries, including if applicable, any predecessor companies, have received any notice of, or been prosecuted for an offence alleging, material non-compliance with any Environmental Law, and neither the Company nor any of its subsidiaries, including if applicable, any predecessor companies, have settled any allegation of material non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Company or any subsidiary, nor has the Company or any subsidiary received notice of any of the same. Except as ordinarily or customarily required by applicable Environmental Permits, neither the Company nor any of its subsidiaries has received any notice or claim wherein it is alleged or stated that it is potentially responsible in a material amount for a federal, provincial, state, municipal or local clean-up site or corrective action under any Environmental Laws. There are no environmental audits, evaluations, assessments, studies or tests relating to Environmental Lawsthe Company or any of its subsidiaries except for ongoing assessments conducted by or on behalf of the Company in the ordinary course.

Compliance with Environmental Laws. The Company (i) is, Except as otherwise disclosed in the Registration Statement and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionalthe Prospectus, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, : (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (yi) the Company is not aware of any issues regarding and the Subsidiaries are in material compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under applicable Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position (as defined below); (ii) none of the Company, any of the Subsidiaries or, to the Company’s knowledge, any other owners of any of the Properties at any time or any other party, has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials (as defined below) on, to, in, under or from the Properties or any other real properties previously owned, leased or operated by the Company or any of the Subsidiaries; (iii) neither the Company nor any of the Subsidiaries intends to use the Properties or any subsequently acquired properties, other than in compliance with applicable Environmental Laws; (iv) neither the Company nor any of the Subsidiaries has received any actual notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law with respect to the Properties, or the assets of the Company or the Subsidiaries described in the Registration Statement and the Prospectus or arising out of the conduct of the Company or the Subsidiaries; (v) none of the Properties are included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or, to the Company’s knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other Governmental Authority (as defined below); (vi) none of the Company, any of the Subsidiaries or agents or, to the Company’s knowledge, any other person or entity for whose conduct any of them is or may be held responsible under any applicable environmental law, has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Material at any of the Properties, except in compliance with all applicable Environmental Laws, and has not transported or arranged for the transport of any Hazardous Material from the Properties or any other real properties previously owned, leased or operated by the Company or any of the Subsidiaries to another property, except in compliance with all applicable Environmental Laws; (vii) to the Company’s knowledge, no lien has been imposed on the Properties by any Governmental Authority in connection with the presence on or off such Property of any Hazardous Material; and (zviii) none of the Company does not anticipate material capital expenditures relating Company, any of the Subsidiaries or, to the Company’s knowledge, any other person or entity for whose conduct any of them is or may be held responsible under any applicable Environmental LawsLaw, has entered into or been subject to any consent decree, compliance order, or administrative order with respect to the Properties or any facilities or improvements or any operations or activities thereon.

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

Compliance with Environmental Laws. The Company (a) Except as disclosed in the “Environmental Considerations and Permitting” and “Legal Proceedings” sections of the 2009 Form 10-K, (i) is, each of the Company and at all times prior hereto was, each of its Subsidiaries is and have been in compliance in all material respects with all rules, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, ordinances and regulation relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, treatment, storage, manufacturing, transportation, treatment, discharge, transportation and disposal of toxic or release of hazardous or toxic substances or wastesmaterials (including, pollutants without limitation, any such substance or contaminants material designated or showing characteristics of hazard or toxicity or identified as a pollutant or radioactive substance or oil of any kind) or the protection of health, welfare or the environment or natural resources (including, without limitation, all mining or health and safety laws) (“Environmental Laws”) which are applicable to such entityits business; (ii) neither the Company nor its Subsidiaries has received any notice from any governmental authority or third party of an asserted claim, which action, fine, penalty, action for injunctive relief or contribution, action for violation or matter concerning compliance includesor nuisance or any harm to health or the environment or for damage to natural resources or to persons or property, without limitationunder Environmental Laws; (iii) each of the Company and each of its Subsidiaries has received all permits, obtaining, maintaining and complying with all permits and authorizations and licenses or other approvals required by of it under applicable Environmental Laws to conduct their respective businessesits business and is in compliance 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; (v) no property which is or has been owned, leased, used, operated or occupied by the Company or its Subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.), or otherwise designated as a contaminated site under applicable state or local law; (vi) to the best of its knowledge, none of the Company or any Subsidiary has acted in any way or caused any other person or entity to act in any way or by arrangement or contract so as to be potentially responsible or liable for any material claim, action, fine, penalty, action for injunctive relief or contribution for any nuisance or harm to health or the environment or for damage to natural resources or to persons or property; and (vii) none of the Company or any Subsidiary has transported, treated or disposed of or arranged for the transportation, treatment or disposal of any hazardous or toxic substances or materials to any location which (x) is or was listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state or local list of sites requiring investigation or remedial action under any Environmental Law, or (y) is currently or has been the subject of any remedial action or any litigation, judgment, lien or enforcement action regarding any actual or alleged release of any hazardous or toxic substance. Neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under the CERCLA 1980. (b) Except as disclosed in the “Environmental Considerations and Permitting” section of the 2009 Form 10-K (i) there has not been, and there is not now any material or reportable emission, spill, seepage, damage, release or discharge into or upon the air, soil or improvements located thereon, surface water or ground water of any toxic or hazardous substances, pollutants, contaminants, solid waste or hazardous waste, which has given rise to or could reasonably be expected to give rise to liability under any Environmental Law, and (ii) the Company has not received notice or otherwise have no knowledge of any actual costs or alleged violation 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, after taking into account existing indemnities from the DOE and after giving effect to the Privatization Act, Chapter 1, Title 3 of Public Law 104-134, and the Energy Policy Act of 1992, Public Law 102-486, individually or in the (c) In the ordinary course of its business, the Company periodically reviews the effect of Environmental LawsLaws on the business, or operations and properties of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could notCompany and its Subsidiaries, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against course of which the Company under Environmental Laws in which a governmental authority is also a partyidentifies and evaluates associated costs and liabilities (including, other than such proceedings regarding which it is reasonably believed no monetary sanctions without limitation, any capital or operating expenditures required for the ability to operate and use appropriate technology or techniques, clean-up, closure of $100,000 properties or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including or any pending permit, license or proposed Environmental Lawsapproval, 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 liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company Except as otherwise described in the Registration Statement and the Prospectus, and except as would not, individually or in the aggregate, result in a Material Adverse Change (i) isneither the Company nor any of its subsidiaries are, and at all times prior hereto wassince January 1, 2016 were not, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements violation of any governmental authority, including without limitation any international, foreign, nationalfederal, state, provincial, regional, local or local authority, foreign law or regulation relating to pollution, the pollution or protection of human health or safetythe environment (including, the environmentwithout limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or natural resourcesotherwise relating to the manufacture, or to processing, distribution, use, handlingtreatment, storage, manufacturingdisposal, transportationtransport or handling of Materials of Environmental Concern (collectively, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance 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 from a governmental authority that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (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 has 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 the Company or any of its subsidiaries, now or in the past (collectively, “Environmental Claims”), pending or, to the Company’s knowledge, threatened against the Company or any of its subsidiaries 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 which it is reasonably believed would impose monetary sanctions of $100,000 or more; and (iii) to the Company’s knowledge, there are no present, and at all times since January 1, 2016 there have not been any, actions, activities, circumstances, conditions, events or incidents, including, without limitation, obtainingthe release, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businessesemission, and (ii) has not received notice discharge, presence or otherwise have knowledge disposal of any actual or alleged Material of Environmental Concern, that reasonably could result in a violation of any Environmental Laws, Law or form the basis of a potential Environmental Claim against the Company or any actual of its subsidiaries or potential against any person or entity whose liability for any Environmental Claim the Company or other obligation concerning the presence, disposal any of its subsidiaries has retained or release assumed either contractually or by operation of hazardous or toxic substances or wastes, pollutants or contaminantslaw, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, liability or other obligation could would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsChange .

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

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

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

Compliance with Environmental Laws. The Company (a) Except as disclosed in the “Environmental Considerations and Permitting” and “Legal Proceedings” sections of the 2009 Form 10-K, (i) is, each of the Company and at all times prior hereto was, each of its Subsidiaries is and have been in compliance in all material respects with all rules, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, ordinances and regulation relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, treatment, storage, manufacturing, transportation, treatment, discharge, transportation and disposal of toxic or release of hazardous or toxic substances or wastesmaterials (including, pollutants without limitation, any such substance or contaminants material designated or showing characteristics of hazard or toxicity or identified as a pollutant or radioactive substance or oil of any kind) or the protection of health, welfare or the environment or natural resources (including, without limitation, all mining or health and safety laws) (“Environmental Laws”) which are applicable to such entityits business; (ii) neither the Company nor its Subsidiaries has received any notice from any governmental authority or third party of an asserted claim, which action, fine, penalty, action for injunctive relief or contribution, action for violation or matter concerning compliance includesor nuisance or any harm to health or the environment or for damage to natural resources or to persons or property, without limitationunder Environmental Laws; (iii) each of the Company and each of its Subsidiaries has received all permits, obtaining, maintaining and complying with all permits and authorizations and licenses or other approvals required by of it under applicable Environmental Laws to conduct their respective businessesits business and is in compliance 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; (v) no property which is or has been owned, leased, used, operated or occupied by the Company or its Subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.), or otherwise designated as a contaminated site under applicable state or local law; (vi) to the best of its knowledge, none of the Company or any Subsidiary has acted in any way or caused any other person or entity to act in any way or by arrangement or contract so as to be potentially responsible or liable for any material claim, action, fine, penalty, action for injunctive relief or contribution for any nuisance or harm to health or the environment or for damage to natural resources or to persons or property; and (vii) none of the Company or any Subsidiary has transported, treated or disposed of or arranged for the transportation, treatment or disposal of any hazardous or toxic substances or materials to any location which (x) is or was listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS or on any similar state or local list of sites requiring investigation or remedial action under any Environmental Law, or (y) is currently or has been the subject of any remedial action or any litigation, judgment, lien or enforcement action regarding any actual or alleged release of any hazardous or toxic substance. Neither the Company nor any of its Subsidiaries has been named as a “potentially responsible party” under the CERCLA 1980. (b) Except as disclosed in the “Environmental Considerations and Permitting” section of the 2009 Form 10-K (i) there has not been, and there is not now any material or reportable emission, spill, seepage, damage, release or discharge into or upon the air, soil or improvements located thereon, surface water or ground water of any toxic or hazardous substances, pollutants, contaminants, solid waste or hazardous waste, which has given rise to or could reasonably be expected to give rise to liability under any Environmental Law, and (ii) the Company has not received notice or otherwise have no knowledge of any actual costs or alleged violation liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental LawsLaws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) that would, after taking into account existing indemnities from the DOE and after giving effect to the Privatization Act, Chapter 1, Title 3 of any actual Public Law 104-134, and the Energy Policy Act of 1992, Public Law 102-486, individually or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described . (c) In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against course of which the Company under Environmental Laws in which a governmental authority is also a partyidentifies and evaluates associated costs and liabilities (including, other than such proceedings regarding which it is reasonably believed no monetary sanctions without limitation, any capital or operating expenditures required for the ability to operate and use appropriate technology or techniques, clean-up, closure of $100,000 properties or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including or any pending permit, license or proposed Environmental Lawsapproval, 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 liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company Except as described in each of the Time of Sale Information and the Offering Memorandum: (i) isthe Company and its subsidiaries (x) are and, and at during the relevant time periods specified in all times prior hereto wasapplicable statutes of limitations, have been in compliance with all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safetysafety (to the extent such human health or safety protection is related to exposure to hazardous or toxic substances or wastes, pollutants or contaminants), the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received any written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Prospectus, ; (xiii) there are no proceedings that are pendingpending or, or known to be contemplatedthe knowledge of the Antero Entities, threatened against the Company or any of its subsidiaries alleging a material liability under any Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, ; and (yiv) the Company is not aware of any issues regarding compliance with Environmental LawsCompany’s Annual Report on Form 10-K for the year ended December 31, including any pending or proposed Environmental Laws2014, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position as of the Companydate it was filed with the Commission, and (z) complied with Item 103 of Regulation S-K under the Company does not anticipate material capital expenditures relating to Environmental LawsSecurities Act.

Compliance with Environmental Laws. The Company and each of its Subsidiaries (i) isare, and at all times prior hereto waswere, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause clauses (i) or and (ii) where ), to the extent any such non-compliance, violation, liability, liability or other obligation could would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (x) there are no proceedings that are pending, or known to be contemplatedthe Company’s knowledge, threatened, against the Company or any of its Subsidiaries under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is and its Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyMaterial Adverse Effect, and (z) neither the Company does not nor its Subsidiaries anticipate material capital expenditures relating to Environmental Laws.

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

Compliance with Environmental Laws. The Company Except as set forth in each of the Registration Statement, the Prospectuses and the Disclosure Package, (i) isthe Company and its Subsidiaries (x) are, and and, to the knowledge of the Company, at all prior times prior hereto waswere, in compliance in all material respects with all applicable Canadian or U.S. federal, provincial, state, local and foreign laws, rules, regulations, ordinances, rulescodes, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses), and (iiy) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) except as disclosed in each of the Registration Statement, the Prospectuses and the Disclosure Package or except to the extent a provision has been made in the Company’s financial statements, there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its Subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancefailure to comply, violationor failure to receive required permits, licenses or approvals, or cost or liability, or other obligation could as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as would not reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its Subsidiaries under any Environmental Laws in which a governmental authority 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 is and its Subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) none of the Company does not anticipate and its Subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company Except as disclosed in Section 6(r)(ii) of the Disclosure Schedule, and except for conditions that are not attributable to any act or omission of the Seller and of which the Seller has no Knowledge, (i) is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits neither Seller nor the Real Property (including storage tanks or other legal requirements impoundment vessels, whether above or below ground) are in material violation of, or subject to any material liabilities as a result of any governmental authoritypast or current violations of, including without limitation any internationalexisting federal, foreign, national, state, provincial, regional, state or local authoritylaw (including common law), statute, ordinance, rule or regulation of any federal, state or local governmental authority relating to pollution, the occupational health and safety or relating to pollution or protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includesincluding, without limitation, obtainingstatutes, maintaining laws, ordinances, rules and complying with all permits and authorizations and approvals required by regulations relating to the emission, generation, discharge, spillage, leakage, storage, off-site dumping, release or threatened release of Hazardous Substances into ambient air, surface water, ground water or land, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Substances (collectively, "Environmental Laws to conduct their respective businesses, Laws"); and (ii) no material expenditures are required in connection with the operation of the Business as presently conducted in order to comply with any Environmental Laws. Except as disclosed in Section 6(r)(ii) of the Disclosure Schedule, Seller and the Real Property have in all material respects passed all inspections conducted by applicable governmental authorities and regulatory bodies in connection with the matters described in the preceding sentence. The Seller has all approvals, authorizations, consents, licenses, orders and permits of all governmental and regulatory authorities required under any Environmental Laws (collectively, "Environmental Permits"), except for Environmental Permits the lack of which could not received notice give rise to any material obligation or liability on the part of the Seller or otherwise have knowledge any Material Adverse Effect, nor impair the ability of the Seller to conduct any actual material aspect of the Business at any one or alleged violation more of its locations. Each of the Environmental LawsPermits is in full force and effect. The Seller has complied with all of the terms, or conditions and requirements imposed by each of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsEnvironmental Permits, except in where the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected failure so to result in comply would not have a Material Adverse Effect. Except as described in The Seller have received no notice of, and has no Knowledge of, any intention on the Prospectuspart of any appropriate authority to cancel, (x) there are no proceedings that are pendingrevoke or modify, or known to be contemplatedany inquiries, against proceedings or investigations the Company under Environmental Laws in purpose or possible outcome of which a governmental authority is also a partythe cancellation, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 revocation or more will be imposed, (y) the Company is not aware modification of any issues regarding such Environmental Permit. All cleanup, removal and other remediation activities carried out by Seller or by agents of Seller at the Real Property have been conducted in material compliance with all applicable Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect and there is no basis for liability on the capital expenditures, earnings or competitive position part of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsSeller as a result of such activities.

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

Compliance with Environmental Laws. The Company and its subsidiaries (i) is, and at all times prior hereto was, are in compliance with any and all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, nationalapplicable federal, state, provincial, regional, or local authority, and foreign laws and regulations relating to pollution, the protection of human health or and safety, the environment, environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (ii) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and permits, licenses or other approvals required by of them under applicable Environmental Laws to conduct their respective businesses; (iii) are not aware of, and (ii) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Lawsof, or of any actual or potential liability for costs or other obligation concerning liabilities relating to or under any Environmental Law and (iv) have not been named as a “potentially responsible party” under the presenceComprehensive Environmental Response, disposal Compensation, and Liability Act of 1980, as amended, or release of hazardous similar state or toxic substances or wastes, pollutants or contaminants, local Environmental laws except in the case of clause (i) or (iix) where such non-compliancecompliance with Environmental Laws, violationfailure to receive or comply with required permits, licenses or other approvals, actual or potential cost or liability, or other obligation could designation as a “potentially responsible party” would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse EffectEffect or (y) as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus. Except as described disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, (xi) there are no proceedings that are pending, or that are known by the Company to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is the Company reasonably believed believes no monetary sanctions of $100,000 or more will be imposed, (yii) the Company is not aware of any facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (ziii) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

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

Compliance with Environmental Laws. The Company (i) isThe Company and each of its subsidiaries (x) is in material compliance with all, and at all times prior hereto washas not violated any, in compliance with all applicable material federal, state or local laws, rules, regulations, ordinancesrequirements, rules, ordersdecisions, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decrees and orders relating to pollution, hazardous or toxic substances, wastes, pollutants, contaminants or the protection of human health or safety, the environment, environment or natural resourcesresources (collectively, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”); (y) applicable to such entityhas received and is in material compliance with all, which compliance includesand has not violated any, without limitationmaterial permits, obtaininglicenses, maintaining and complying with all permits and certificates or other authorizations and or approvals required by of it under any Environmental Laws to conduct their respective businesses, its business; and (iiz) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability of the Company, or obligation of the Company under or relating to, or any actual or potential violation of, any Environmental Laws by the Company, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company, except in the case of clause each of (i) or and (ii) where above, for any such non-compliance, violation, liability, or other obligation could matter as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in each of the Registration Statement and the Prospectus, (x) there are is no proceedings proceeding that are is pending, or that is known by the Company to be contemplated, against the Company under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings proceeding regarding which it is the Company reasonably believed believes no monetary sanctions of $100,000 or more will be imposed, and (y) the Company is not aware of any issues facts regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could individually or in the aggregate, would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company (i) isThe Company and its subsidiaries (a) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, ordersand binding decisions, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, orders and the common law relating to pollution, pollution or the protection of the environment, natural resources or human health or safetysafety with respect to Hazardous Materials, including those relating to the environmentgeneration, or natural resourcesstorage, or to treatment, use, handling, storage, manufacturing, transportation, treatmentRelease or threat of Release of Hazardous Materials (collectively, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (b) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iic) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under 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 have no knowledge of any event or condition that would reasonably be expected to result in any such notice (d) are not conducting or paying for, in whole or in part, any investigation, remediation or other corrective action pursuant to any Environmental Law at any location, and (e) are not a party to any order, decree or agreement that imposes any obligation concerning or liability under any Environmental Law, and (ii) to the presenceCompany’s knowledge, disposal there are no costs or release liabilities associated with Environmental Laws of hazardous or toxic substances relating to the Company or wastes, pollutants or contaminantsits subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancematter, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (xa) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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, (yb) the Company is and its subsidiaries are not aware of any facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (zc) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) is, the Company and at all times prior hereto was, each of its subsidiaries (x) are in compliance with all lawsany and all, and have not violated any, applicable federal, state, local and foreign laws (including common law), rules, regulations, ordinancesrequirements, rulesdecisions, orders, judgments, decrees, permits or orders and other legal legally enforceable requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, ; and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability or obligation, or claim, under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in a Material Adverse Effectsuch notice or claim; (ii) there are no costs or liabilities associated with or arising under with Environmental Laws of or relating to the Company or its subsidiaries; and (iii) there is no unresolved or pending charge, complaint, action, suit, proceeding, hearing, investigation, claim, demand, or notice filed, commenced or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries alleging any liability under or failure to comply with any Environmental Laws. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, (xi) there are no proceedings that are pending, or known to be the knowledge of the Company, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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, (yii) the Company is not aware of any there are no facts or issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, Company and its subsidiaries and (ziii) none of the Company does not anticipate material or its subsidiaries anticipates capital expenditures that are material to the Company and its subsidiaries, taken as a whole, relating to any Environmental Laws.

Compliance with Environmental Laws. The Company Except as otherwise disclosed in the General Disclosure Package and the Final Offering Memorandum, (i) is, the Company and at all times prior hereto was, its subsidiaries (x) are in compliance with all applicable federal, state, local and foreign laws, statutes, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, environment or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received written notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of clause each of (i) or and (ii) where above, for any such non-compliancefailure to comply, violationor failure to receive required permits, licenses, certificates or other authorizations or approvals, or cost or liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except ; and (iii) except as described otherwise disclosed in the ProspectusGeneral Disclosure Package and the Final Offering Memorandum, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Lawswith, or liabilities or other obligations under under, Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyMaterial Adverse Effect, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

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

Compliance with Environmental Laws. The Company (i) is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements To the best of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to each such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsPerson's knowledge, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could notas, in the aggregate, could not reasonably be expected to result in the payment of a Material Adverse Effect. Except as described Environmental Amount: (A) The facilities and properties owned, leased or operated by any Loan Party or any of its Subsidiaries (other than any Inactive Subsidiary) (the “Properties”) do not contain, and have not previously contained, any Materials of Environmental Concern in the Prospectus, (x) there are no proceedings amounts or concentrations or under circumstances that are pendingconstitute or constituted a violation of, or known could give rise to be contemplatedliability under, against any Environmental Law; (B) None of the Company under Environmental Laws in which a governmental authority Loan Parties has received or is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the business operated by such Loan Party or any of its subsidiaries (other than any Inactive Subsidiary) (the “Business”), nor does such Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened; (C) Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law; (D) No judicial proceeding or governmental or administrative action is pending or, to the knowledge of any Loan Party, threatened, under any Environmental Law to which such Loan Party or any of its Subsidiaries (other than any Inactive Subsidiary) are or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business; (E) There has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any Loan Party or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws; (F) The Properties and all operations at the Properties are in compliance, including any pending or proposed and have in the last five (5) years been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or liabilities about the Properties or violation of any Environmental Law with respect to the Properties or the Business; and (G) Neither any Loan Party nor any Subsidiary thereof has assumed any liability of any other obligations Person under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. The Company Except as otherwise disclosed in Attachment B: (A) Each Loan Party has obtained all government approvals required with respect to the operation of their businesses under any Environmental Law. (B) (i) isno Loan Party has generated, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits transported or other legal requirements disposed of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and Hazardous Substances; (ii) no Loan Party is currently generating, transporting or disposing of any Hazardous Substances; (iii) no Loan Party has not received notice knowledge that (a) any of its real property (whether owned, leased, or otherwise directly or indirectly controlled) has been used for the disposal of or has been contaminated by any Hazardous Substances, or (b) any of its business operations have knowledge contaminated lands or waters of others with any Hazardous Substances; (iv) no Loan Party and its respective assets are not subject to any Environmental Liability and, to the best of any actual or alleged violation of Loan Party's knowledge, any threatened Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in Liability which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on Material Adverse Effect; (v) no Loan Party has received any notice of or otherwise learned of any governmental investigation evaluating whether any remedial action is necessary to respond to a release or threatened release of any Hazardous Substances for which any Loan Party may be liable; (vi) no Loan Party is in violation of any Environmental Law which could reasonably be expected to have a Material Adverse Effect; (vii) there are no proceedings or investigations pending against any Loan Party with respect to any violation or alleged violation of any Environmental Law; provided however, that the capital expendituresparties acknowledge that any generation, earnings transportation, use, storage and disposal of certain such Hazardous Substances in any Loan Party's or competitive position of the Company, its Subsidiaries' business shall be excluded from representations (i) and (zii) above, provided, further, that each Loan Party is at all times generating, transporting, utilizing, storing and disposing such Hazardous Substances in accordance with all applicable Environmental Laws and in a manner designed to minimize the Company does not anticipate material capital expenditures relating to risk of any spill, contamination, release or discharge of Hazardous Substances other than as authorized by Environmental Laws.

Compliance with Environmental Laws. The Company Except as otherwise disclosed in the Prospectus, or except as would not, individually or in the aggregate, result in a Material Adverse Change, (i) isthe Company and the Subsidiaries have been and are in compliance with applicable Environmental Laws (as defined below), and (ii) none of the Company, any of the Subsidiaries or, to the Company’s knowledge, any other owners of any of the Properties at all times prior hereto wasany time or any other party, has at any time released (as such term is defined in CERCLA (as defined below)) or otherwise disposed of Hazardous Materials (as defined below) on, to, in, under or from the Properties or any other real properties previously owned, leased or operated by the Company or any of the Subsidiaries, (iii) neither the Company nor any of the Subsidiaries intends to use the Properties or any subsequently acquired properties, other than in compliance with applicable Environmental Laws, (iv) neither the Company nor any of the Subsidiaries has received any notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law with respect to the Properties, any other real properties previously owned, leased or operated by the Company or any of the Subsidiaries, or the assets of the Company or the Subsidiaries described in the Prospectus or arising out of the conduct of the Company or the Subsidiaries, (v) none of the Properties are included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency or, to the Company’s knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Law or issued by any other Governmental Authority (as defined below), (vi) none of the Company, any of the Subsidiaries or agents or, to the Company’s knowledge, any other person or entity for whose conduct any of them is or may be held responsible under any applicable environmental law, has generated, manufactured, refined, transported, treated, stored, handled, disposed, transferred, produced or processed any Hazardous Material at any of the Properties, except in compliance with all lawsapplicable Environmental Laws, regulations, ordinances, rules, orders, judgments, decrees, permits and has not transported or other legal requirements arranged for the transport of any governmental authorityHazardous Material from the Properties or any other real properties previously owned, including without limitation leased or operated by the Company or any internationalof the Subsidiaries to another property, foreignexcept in compliance with all applicable Environmental Laws, national(vii) no lien has been imposed on the Properties by any Governmental Authority in connection with the presence on or off such Property of any Hazardous Material, stateand (viii) none of the Company, provincialany of the Subsidiaries or, regionalto the Company’s knowledge, any other person or entity for whose conduct any of them is or may be held responsible under any applicable Environmental Law, has entered into or been subject to any consent decree, compliance order, or local authorityadministrative order with respect to the Properties or any facilities or improvements or any operations or activities thereon. As used herein, relating to pollution“Hazardous Material” shall include, the protection of human health or safetywithout limitation, the environmentany flammable materials, or natural resourcesexplosives, or to useradioactive materials, handlinghazardous materials, storagehazardous substances, manufacturinghazardous wastes, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastesrelated materials, pollutants asbestos, petroleum, petroleum products and any hazardous material as defined by any federal, state or contaminants local environmental law, statute, ordinance, rule or regulation, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. §§ 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. §§ 5101-5127, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. §§ 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001-11050, the Toxic Substances Control Act, 15 U.S.C. §§ 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. §§ 136-136y, the Clean Air Act, 42 U.S.C. §§ 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. §§ 1251-1387, the Safe Drinking Water Act, 42 U.S.C. §§ 300f-300j-26, and the Occupational Safety and Health Act, 29 U.S.C. §§ 651-678, and any analogous state laws, as any of the above may be amended from time to time and in the regulations promulgated pursuant to each of the foregoing (including environmental statutes and laws not specifically defined herein) (individually, an “Environmental Law” and collectively, the “Environmental Laws”) applicable to such entityor by any federal, which compliance includes, without limitation, obtaining, maintaining state or local governmental authority having or claiming jurisdiction over the properties and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge assets of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which and the Subsidiaries (a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws“Governmental Authority”).

Compliance with Environmental Laws. The Company (i) isExcept as could not reasonably be expected, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits individually or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the ProspectusChange, (w) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule, regulation, ordinance, code, policy or rule of common law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent, decree or judgment, relating to pollution or protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”); (x) the Company and its subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws and are each in compliance with their requirements; (y) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Law against the Company or any of its subsidiaries; and (z) there are no events or circumstances that are might reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws; and (ii) there is no proceeding that is pending, or that is known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than any such proceedings proceeding regarding which it is the Company reasonably believed no believes that monetary sanctions of $100,000 300,000 or more will not be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.

Compliance with Environmental Laws. (a) The Company (i) isand its Subsidiaries are not in violation of, and at all times prior hereto wasdo not presently have outstanding any liability under, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits have not been notified that they are or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining may be liable under and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has do not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual liability or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, under any applicable Environmental Laws which violation, liability, liability or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that potential liability could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and Materially Adverse Effect. (zb) Neither the Company does not anticipate material capital expenditures relating nor any of its Subsidiaries has received a written request for information under any Environmental Laws stating or suggesting that the Company or any of its Subsidiaries has or may have liability thereunder or written notice that any such entity has been identified as a potentially responsible party under any Environmental Laws, or any comparable state law, or any public health or safety or welfare law, nor has any such entity received any written notification that any Hazardous Substance that it or any of its respective predecessors in interest has generated, stored, treated, handled, transported, or disposed of, has been released or is threatened to be released at any site at which any Person intends to conduct or is conducting a remedial investigation or other action pursuant to any Environmental Laws. (c) Each of the Company and its Subsidiaries has obtained all material permits, licenses or other authorizations required for the conduct of their respective operations under all applicable Environmental and Asbestos Laws and each such authorization is in full force and effect. (d) Each of the Company and its Subsidiaries complies in all material respects with all laws and regulations relating to equal employment opportunity and employee safety in all jurisdictions in which it is presently doing business, and Company will use its reasonable best efforts to comply, and to cause each of its Subsidiaries to comply, with all such laws and regulations which may be legally imposed in the future in jurisdictions in which Company or any of its Subsidiaries may then be doing business.

Compliance with Environmental Laws. The Company (i) is, Each of the Company and at all times prior hereto was, each of its subsidiaries is in compliance in all material respects with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, laws and regulations relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, storage and disposal or release of hazardous or toxic substances and protection of health or wastes, pollutants or contaminants the environment (“Environmental LawsLaw”) 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) each of 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, except where the lack of such entitypermits, licenses or other approvals, individually or in the aggregate, would not have a Material Adverse Effect, 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 compliance includesis or has been owned, leased or occupied by the Company or its subsidiaries has been designated as a Superfund site pursuant to the Comprehensive Environmental Response, Compensation of Liability Act of 1980, as amended (42 U.S.C. Section 9601, et. seq.) (“CERCLA”) or otherwise designated as a contaminated site under applicable state or local law. Neither the Company nor any of its subsidiaries has been named as a “potentially responsible party” under CERCLA. In the ordinary course of its business, the Company periodically reviews the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which the Company identifies and evaluates associated costs and liabilities (including, without limitation, obtainingany capital or operating expenditures required for clean-up, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice closure of properties or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including or any pending permit, license or proposed Environmental Lawsapproval, 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 liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesin the aggregate, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company (a) Acquiror (as such term is defined in paragraph (d) of this Section 4.12) is and has at all times been in full compliance with all Environmental Laws (as such term is defined in paragraph (d) of this Section 4.12) governing its business, operations, properties and assets, including, without limitation (i) isall requirements relating to the Discharge (as such term is defined in paragraph (d) of this Section 4.12) and Handling (as such term is defined in paragraph (d) of this Section 4.12) of Hazardous Substances (as such term is defined in paragraph (d) of this Section 4.12), (ii) all requirements relating to notice, record keeping and at reporting, (iii) all times prior hereto wasrequirements relating to obtaining and maintaining Licenses (as such term is defined in paragraph (d) of this Section 4.12) for the ownership of its properties and assets and the operation of its business as presently conducted, in compliance with including any required Licenses relating to the Handling and Discharge of Hazardous Substances and (iv) all laws, regulations, ordinances, rulesapplicable writs, orders, judgments, injunctions, governmental communications, decrees, permits informational requests or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionaldemands issued pursuant to, or local authorityarising under, relating to pollutionany Environmental Laws. (b) There are no, the protection and there is no basis for any, non-compliance orders, warning letters or notices of human health or safetyviolation (collectively, the environment“Notices”), or natural resourcesclaims, suits, actions, judgments, penalties, fines, or administrative or judicial investigations or proceedings (collectively, “Proceedings”) pending or, to the knowledge of Acquiror, threatened against or involving Acquiror, or the business, operations, properties or assets of Acquiror, by any Governmental Authority or third party with respect to any Environmental Laws or Licenses issued to Acquiror thereunder in connection with, related to or arising out of the ownership by Acquiror of its properties or assets or the operation of its business, which have not been resolved. (c) Except as set forth in Section 4.12(c) of the Acquiror Disclosure Schedule, (i) Acquiror does not use, handlingnor has it used, storageany Aboveground Storage Tanks (as such term is defined in paragraph (d) of this Section 4.12) or Underground Storage Tanks (as such term is defined in paragraph (d) of this Section 4.12), manufacturingand there are not now nor have there ever been any Underground Storage Tanks beneath any real property currently or previously owned, transportation, treatment, discharge, disposal leased or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) operated by Acquiror that are required to be registered under any applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) to Acquiror’s knowledge, Acquiror has not received notice Discharged Hazardous Substances to, at or otherwise have knowledge of upon any actual or alleged violation of site which, pursuant to any Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, has been placed on the National Priorities List or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 its state equivalent or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending Protection Agency or proposed Environmental Laws, or liabilities a relevant state agency or other obligations under Environmental Laws Governmental Authority has notified Acquiror that such Governmental Authority has proposed or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected is proposing to have a material effect place on the capital expendituresNational Priorities List or its state equivalent. (d) For purposes of this Section 4.12 (and Section 5.19, earnings or competitive position of to the Companyextent applicable), and (z) the Company does not anticipate material capital expenditures relating to Environmental Laws.following terms shall have the following meanings:

Compliance with Environmental Laws. The Company Except as disclosed and described in Schedule 4.25 attached hereto: (ia) isEach of the facilities and properties owned, leased or operated by the Loan Parties, including, without limitation, the Country Club Properties (the "Real Properties") and all operations at all times prior hereto was, the Real Properties (the "Businesses") are in compliance with all lawsapplicable Environmental Laws, regulationsand there are no conditions relating to the Real Properties or the Businesses that could give rise to liability under any applicable Environmental Laws. (b) None of the Real Properties contains, ordinancesor has previously contained, rulesany Hazardous Substances at, on or under the Real Properties in amounts or concentrations that constitute or constituted a violation of, or could give rise to liability under, Environmental Laws. (c) No Loan Party has received any written or verbal notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Real Properties or the Businesses, nor does any Loan Party have knowledge or reason to believe that any such notice will be received or is being threatened. (d) Hazardous Substances have not been transported or disposed of from the Real Properties, or generated, treated, stored or disposed of at, on or under any of the Real Properties or any other location, in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or threatened under any Environmental Law to which any Loan Party is or will be named as a party or any of the Real Properties will be subject, nor are there any consent decrees or other decrees, consent orders, judgments, decrees, permits administrative orders or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionalorders, or local authority, relating other administrative or judicial requirements outstanding under any Environmental Law with respect to pollutionthe Loan Parties, the protection of human health Real Properties or safety, the environmentBusinesses. (f) There has been no release, or natural resourcesthreat of release, of Hazardous Substances at or from the Real Properties, or arising from or related to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants the operations (“Environmental Laws”) applicable to such entity, which compliance includesincluding, without limitation, obtaining, maintaining and complying disposal) of any Loan Party in connection with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice the Real Properties or otherwise have knowledge of any actual or alleged in connection with the Businesses, in violation of Environmental Laws, or of any actual in amounts or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, manner that could reasonably be expected give rise to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to liability under Environmental Laws.

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

Compliance with Environmental Laws. The Company (i) is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or Except as otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except disclosed in the case of clause (i) Offering Memorandum or (ii) where such non-compliance, violation, liability, or other obligation could as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except Change: (i) the Issuers, the Guarantors and each of their respective subsidiaries have all permits, authorizations and approvals required under any applicable Environmental Laws (as described defined below) and are in the Prospectuscompliance with their requirements, (xii) there are no proceedings that are pendingnone of the Issuers, the Guarantors or any of their respective subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human 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 emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, “Materials of Environmental Concern”), or known otherwise relating to be contemplatedthe manufacture, against the Company under processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Laws in Concern (collectively, “Environmental Laws”), which a governmental authority is also a partyviolation includes, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company but is not aware limited to, noncompliance with any permits or other governmental authorizations required for the operation of any issues regarding compliance with Environmental Lawsthe business of the Issuers, including any pending the Guarantors or proposed their respective subsidiaries under applicable Environmental Laws, or liabilities noncompliance with the terms and conditions thereof, nor has either of the Issuers, any of the Guarantors or other obligations under Environmental Laws any of their respective subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or concerning hazardous or toxic substances or wastes, pollutants or contaminantsotherwise, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position alleges that either of the CompanyIssuers, any of the Guarantors or any of their respective subsidiaries is in violation of any Environmental Law and that either of the Issuers or any of the Guarantors reasonably believes would result in a Material Adverse Change; (iii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which either of the Issuers has 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 either of the Issuers, any of the Guarantors or any of their respective subsidiaries, now or in the past (zcollectively, “Environmental Claims”), pending or, to the Issuers’ and the Guarantors’ knowledge, threatened against either of the Issuers, any of the Guarantors or any of their respective subsidiaries or any person or entity whose liability for any Environmental Claim either of the Issuers, any of the Guarantors or any of their respective subsidiaries has retained or assumed either contractually or by operation of law; and (iv) to the Company does not anticipate material capital expenditures relating to Issuers’ and the Guarantors’ 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 LawsConcern, that reasonably could result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against either of the Issuers, any of the Guarantors or any of their respective subsidiaries or against any person or entity whose liability for any Environmental Claim either of the Issuers, any of the Guarantors or any of their respective subsidiaries has retained or assumed either contractually or by operation of law.

Compliance with Environmental Laws. The Company (i) isExcept as disclosed in the Time of Sale Information and Prospectus, the Company and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities (other than those accrued in the Company’s financial statements) associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or known to be the knowledge of the Company, contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority entity is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 250,000 or more will be imposed, (y) the Company is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Except as described in each of the Registration Statement, the General Disclosure Package and the Prospectus, (A) the Company and its subsidiaries (ix) isare, and at all prior times prior hereto waswere, in compliance with all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice, and (B) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except, in the case of each of (A) and (B), as would not, individually or in the aggregate, have a Material Adverse Effect. Except as described in the Prospectus, ; and (C) (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the CompanyCompany and its subsidiaries, and (z) none of the Company does not anticipate and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. The Company (i) is, and at all times prior hereto was, in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollution, the protection of human health or safety, the environment, or natural resources, or to use, handling, There has been no storage, manufacturingdisposal, generation, manufacture, refinement, transportation, treatment, discharge, disposal handling or release treatment of hazardous or toxic substances or wasteshazardous wastes by the Company or any subsidiary (or, pollutants to the knowledge of the Company or contaminants (“Environmental Laws”) any of its predecessors in interest), at, upon or from any of the property or operating equipment now or previously owned, leased or operated by the Company or any subsidiary in violation of any applicable to such entitylaw, which compliance includesordinance, without limitationrule, obtainingregulation, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businessesorder, and (ii) has not received notice judgment, decree or permit or otherwise have knowledge under such circumstances that would require the Company or any subsidiary (or any contractual counterparty of any actual or alleged violation of them) to undertake any remedial action under any Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminantsLaw (as defined below), except in the case of clause (i) for any violation or (ii) where such non-compliance, violation, liability, or other obligation could remedial action that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the ProspectusChange, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (yi) the Company and each of its subsidiaries is not aware of any issues regarding in compliance with Environmental Lawsany and all applicable foreign, including any pending Federal, state and local laws and regulations relating to the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or proposed Environmental Lawssubsurface strata) or wildlife, including, without limitation, laws and regulations relating to the release or liabilities or other obligations under Environmental Laws or concerning threatened release of chemicals, hazardous or toxic substances or wastes, pollutants or pollutants, contaminants, that could reasonably be expected petroleum or petroleum products (collectively, “Hazardous Materials”) or to have the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, “Environmental Laws”) and (ii) none of the Company or any of its subsidiaries is conducting, or is subject to any order, decree or agreement requiring, or otherwise obligated or required to perform, any response or corrective action under any Environmental Law. Except as disclosed in the Time of Sale Prospectus and the Prospectus, (i) neither the Company nor any subsidiary has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or the Oil Pollution Act, 1990, as amended, and (ii) there has been no material effect on spill, discharge, leak, emission, injection, escape, dumping or release of any kind onto any property now or previously owned, leased or operated by the capital expendituresCompany or any subsidiary or into the environment surrounding such property of any Hazardous Materials by the Company or any subsidiary (or, earnings or competitive position to the knowledge of the Company, any of its predecessors in interest or respecting any Vessel), except for any such spill, discharge, leak, emission, injection, escape, dumping or release that would not, singularly or in the aggregate with all such spills, discharges, leaks, emissions, injections, escapes, dumpings and (z) the Company does not anticipate material capital expenditures relating to Environmental Lawsreleases, have a Material Adverse Effect.

Compliance with Environmental Laws. The Company (i) isThe LLC Issuer and its subsidiaries (x) are, and at all prior times prior hereto waswere, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, ordinancesrequirements, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, decisions and orders relating to pollution, the protection of human health or safety, the environment, or natural resources, resources or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“collectively, "Environmental Laws”"), (y) applicable to such entity, which have received and are in compliance includes, without limitation, obtaining, maintaining and complying with all permits and permits, licenses, certificates or other authorizations and or approvals required by of them under applicable Environmental Laws to conduct their respective businesses, and (iiz) has have not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or other obligation concerning the presence, remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case and have no knowledge of clause (i) any event or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, condition that would reasonably be expected to result in any such notice, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the LLC Issuer or its subsidiaries, except in the case of each of (i) and (ii) of this paragraph, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect. Except ; and (iii) except as described in each of the ProspectusTime of Sale Information and the Offering Memorandum, (x) there are no proceedings that are pending, or that are known to be contemplatedthreatened, against the Company LLC Issuer or any of its subsidiaries under any Environmental Laws in which a governmental authority 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 is LLC Issuer and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could would reasonably be expected expected, individually or in the aggregate, to have a material effect Material Adverse Effect on the capital expenditures, earnings or competitive position of the CompanyLLC Issuer and its subsidiaries, and (z) none of the Company does not anticipate LLC Issuer and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws.

Compliance with Environmental Laws. (a) Borrower has no knowledge, after due and diligent inquiry and investigation, of any Hazardous Substances or Wastes being present on the Site, or in the subsurface soil or groundwater below the Site, with the exception of hydrocarbons. (b) No lien pursuant to Environmental Laws has been attached to any revenues or any real or personal property owned or leased by the Borrower and located in the State of New Jersey. (c) The Company Borrower has not received a summons, citation, directive, letter or other communication, written or oral, from the New Jersey Department of Environmental Protection concerning any allegations of "Discharge" (ias such term is defined in N.J.S.A. 58:10-23b(h)) isof "Hazardous Substances", as such term is defined in the Spill Act. To the best of Borrower's knowledge (other than with respect to such hydrocarbons), there are no existing conditions which could result in any such notices, complaints, citations, orders, liens or penalties. (d) Borrower represents that to its best knowledge and at all times prior hereto was, belief it is in compliance with all federal, state and local laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, rules and regulations relating to pollutionemissions into the air, the protection of human health or safetydischarges onto lands and waters, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, storage and disposal or release of hazardous or toxic wastes or substances or wastesotherwise relating to the environment (collectively, pollutants or contaminants (“"Environmental Laws”"). (e) applicable Borrower will have obtained all necessary environmental Permits needed for construction and operation of the Project as of the Borrowing Date. (f) The Project will be a "Major Facility" as such term is defined in N.J.S.A. 58:10-23.11(b)(1) since 250,000 gallons of #2 oil will be stored on Site. (g) The Borrower's use or proposed use of the Project or business conducted thereon will not involve "treatment," "storage," or "disposal" of such hazardous substances, each as defined in the Resource, Conservation and Recovery Act ("RCRA"), 42 U.S.C. (S) 6901, et seg. other than (a) oil to such entity, which compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businessesbe utilized as a backup fuel in the event that natural gas is unavailable, and (iib) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except chemicals to be used in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the Prospectus, (x) there are no proceedings that are pending, or known to be contemplated, against the Company under Environmental Laws in which a governmental authority is also a party, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that could reasonably be expected to have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental Lawscogeneration process.

Compliance with Environmental Laws. The Company Except as disclosed in the Time of Sale Document and the Final Offering Memorandum, each of Kratos, its Subsidiaries and Xxxxxx is (i) is, and at all times prior hereto was, in compliance with any and all lawsapplicable U.S. or non-U.S. federal, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regionalstate and local laws and regulations relating to health and safety, or local authority, relating to pollution, the pollution or the protection of human health the environment or safety, the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or of wastes, pollutants or contaminants (“Environmental Laws”), (ii) applicable to such entity, which has received and is in compliance includes, without limitation, obtaining, maintaining and complying with all permits and authorizations and permits, licenses or other approvals required by of them under applicable Environmental Laws to conduct their its respective businesses, businesses and (iiiii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Lawsof, or of and is not aware of, any actual or potential liability for damages to natural resources or other obligation concerning the presenceinvestigation or remediation of any disposal, disposal release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, in each case except in the case of clause (i) or (ii) where such non-compliancecompliance with Environmental Laws, violationfailure to receive and comply with required permits, liabilitylicenses or other approvals, or other obligation could liability would not, individually or in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Except as described disclosed in the ProspectusTime of Sale Document and the Final Offering Memorandum, (x) there are no proceedings that are pendingnone of Xxxxxx, any of its Subsidiaries or any Xxxxxx Entity has been named as a “potentially responsible party” under the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, or known to be contemplated, against the Company under any similar U.S. or non-U.S. state or local Environmental Laws or regulation requiring Kratos, any of its Subsidiaries or any Xxxxxx Entity to investigate or remediate any pollutants or contaminants, except where such requirements would not, individually or in which the aggregate, have a governmental authority is also a partyMaterial Adverse Effect, other than such proceedings regarding whether or not arising from transactions in the ordinary course of business. In the ordinary course of its business, each of Kratos and Xxxxxx periodically reviews the effects of Environmental Laws on the business, operations and properties of Kratos and its Subsidiaries and Xxxxxx, respectively, in the course of which it is reasonably believed no monetary sanctions identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of $100,000 properties or more will be imposed, (y) the Company is not aware of any issues regarding compliance with Environmental Laws, including or any pending permit, license or proposed Environmental Lawsapproval, or any related constraints on operating activities and any potential liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastesto third parties). On the basis of such review, pollutants or contaminantsXxxxxx and, to Xxxxxx’ knowledge, Xxxxxx have reasonably concluded that could reasonably be expected to such associated costs would not have a material effect on the capital expenditures, earnings or competitive position of the Company, and (z) the Company does not anticipate material capital expenditures relating to Environmental LawsMaterial Adverse Effect.

Compliance with Environmental Laws. The Company (i) is, and at all times prior hereto was, Except as disclosed in compliance with all laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any governmental authority, including without limitation any international, foreign, national, state, provincial, regional, or local authority, relating to pollutionthe Registration Statement, the protection of human health or safety, General Disclosure Package and the environment, or natural resources, or to use, handling, storage, manufacturing, transportation, treatment, discharge, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”) applicable to such entity, which compliance includes, without limitation, obtaining, maintaining Prospectus and complying with all permits and authorizations and approvals required by Environmental Laws to conduct their respective businesses, and (ii) has not received notice or otherwise have knowledge of any actual or alleged violation of Environmental Laws, or of any actual or potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except in the case of clause (i) or (ii) where such non-compliance, violation, liability, or other obligation could as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Except as described in the ProspectusChange, (xA) none of the Company, any of the Subsidiaries or Related Entities nor any of the Properties is in violation of any Environmental Laws (as defined below), (B) the Company, the 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 threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigation or proceedings that are pending, relating to any Environmental Law or known to be contemplated, Hazardous Material (as defined below) against the Company under Environmental Laws in which a governmental authority is also a partyCompany, other than such proceedings regarding which it is reasonably believed no monetary sanctions of $100,000 the Subsidiaries or more will be imposedany Related Entity or otherwise with regard to the Properties, (yD) the Company is not aware of any issues regarding compliance with Environmental Laws, including any pending there are no events or proposed Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, circumstances that could would reasonably be expected to have a material effect on form the capital expendituresbasis of an order for clean-up or remediation, earnings or competitive position of an action, suit or proceeding by any private party or governmental body or agency, against or affecting the Properties, the Company, the Subsidiaries or the Related Entities relating to Hazardous Materials or any Environmental Laws, and (zE) none of the Company does not anticipate 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, state 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 capital expenditures as defined by or regulated under any Environmental Law, including, without limitation, petroleum or petroleum products, and asbestos-containing materials. As used herein, “Environmental Law” shall mean any applicable foreign, federal, state or local law (including statute or common law), ordinance, rule, regulation or judicial or administrative order, consent decree or judgment relating to the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental LawsResponse, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Solid Waste Disposal Act, as amended, 42 U.S.C. Secs. 6901-6992k, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2692, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7671q, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing.

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