Common use of Compliance with Environmental Laws Clause in Contracts

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

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

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

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

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

Compliance with Environmental Laws. Except as otherwise disclosed in Attachment B: (A) The Customer has obtained all government approvals required with respect to the operation of their businesses under any Environmental Law. (B) (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federalthe Customer has not generated, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health transported or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice disposed of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeHazardous Substances; (ii) the Customer is not currently generating, transporting or disposing of any Hazardous Substances; (iii) the Customer has no 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 contaminated lands or waters of others with any Hazardous Substances; (iv) the Customer and its respective assets are not subject to any Environmental Liability and, to the best of the Customer's knowledge, any threatened Environmental Liability; (v) the Customer has not 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 the Customer may be liable; (vi) the Customer is not in violation of any Environmental Law; (vii) there are no costs proceedings or liabilities associated investigations pending against Customer with respect to any violation or alleged violation of any Environmental Laws Law; provided however, that the parties acknowledge that any generation, transportation, use, storage and disposal of or relating to the Company certain such Hazardous Substances in Customer's or its subsidiaries, except in the case of each of Subsidiaries' business shall be excluded from representations (i) and (ii) above, for any provided, further, that Customer is at all times generating, transporting, utilizing, storing and disposing such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or Hazardous Substances in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any accordance with all applicable Environmental Laws and in which a governmental entity is also a partymanner designed to minimize the risk of any spill, contamination, release or discharge of Hazardous Substances other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with as authorized by Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

Compliance with Environmental Laws. Each of the Company and the Subsidiaries is (i) The Company and its subsidiaries (x) are in compliance with any and all applicable U.S. and non-U.S. federal, state, state and local laws and foreign laws, rules, regulations, requirements, decisions and orders regulations relating to occupational health and safety (with respect to hazardous or toxic substances or wastes), the pollution or protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (yii) have has received and are is in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them it under applicable Environmental Laws to conduct their respective businesses, and (ziii) have has not received notice of of, and is not aware of, any actual or potential liability under or relating to any Environmental Laws, including for damages to natural resources or the investigation or remediation of any disposal disposal, release or release existence of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any each case, except where such notice; (ii) there are no costs or liabilities associated non-compliance with Environmental Laws of or relating to the Company or its subsidiariesLaws, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive and comply with required permits, licenses or other approvals, or cost or liability, as liability would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each . Neither the Company nor any of the Registration StatementSubsidiaries has been named as a potentially responsible party under the Comprehensive Environmental Response, the Time Compensation, and Liability Act of Sale Information and the Prospectus1980, (x) there are no proceedings that are pendingas amended, or that are known to be contemplated, against the Company any similar U.S. or any of its subsidiaries under non-U.S. state or local Environmental Laws or is otherwise required by any Environmental Laws in which a governmental entity is also a partyLaw to investigate or remediate any pollutants or contaminants, other than except where such proceedings that requirements would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) the Company and its subsidiaries are whether or not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or arising from transactions in the aggregate, to have a Material Adverse Effect, and (z) none ordinary course of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholebusiness.

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

Compliance with Environmental Laws. (i) The There are no actions, suits, investigations, liabilities, inquiries, Proceedings or Orders involving the Company and or any of its subsidiaries (x) Subsidiaries or any of their respective assets that are in compliance pending or, to the Knowledge of the Company, threatened, nor to the Knowledge of the Company, is there any factual basis for any of the foregoing, as a result of any asserted failure of the Company or any of its Subsidiaries of, or any predecessor thereof, to comply with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates Law. No environmental clearances or other authorizations governmental approvals are required for the conduct of the business of the Company or approvals required any of them under applicable Environmental Laws to conduct their respective businessesits Subsidiaries or the consummation of the Contemplated Transactions. To the Knowledge of the Company, and (z) have not received notice neither the Company nor any of its Subsidiaries is the owner of any actual interest in real estate, other than OREO, on which any substances have been generated, used, stored, deposited, treated, recycled or potential liability disposed of, which substances if known to be present on, at or under or relating such property, would require notification to any Regulatory Authority, clean up, removal or some other remedial action under any Environmental LawsLaw at such property or any impacted adjacent or down gradient property, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that except where such action would not reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to have a Material Adverse Effect on the Company or its subsidiaries, except in the case of each of (i) and (ii) above, Company. Except for any such failure matters that have not had, and would not reasonably be expected to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would nothave, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of Effect on the Registration StatementCompany, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none each Subsidiary of the Company has complied in all material respects with all Environmental Laws applicable to it and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholebusiness operations.

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (xi) are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health and safety and the environment including without limitation those imposing liability or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants standards of conduct concerning any Materials of Environmental Concern (collectively, “Environmental Laws”), ; (yii) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals currently required of them under applicable Environmental Laws to conduct their respective businesses, and ; or (ziii) have not received written notice of any actual or potential liability under or relating to noncompliance with any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i), (ii) and (iiiii) aboveas described in each of the Registration Statement, the Time of Sale Information and the Prospectus or for any such failure to complycomply with, or failure to receive required permits, licenses or approvals, or cost or liability, liability as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each . None of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries 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 Environmental Laws in which a governmental entity comparable state law; and no property or facility of the Company or any of its subsidiaries is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate(x) listed or, to have a Material Adverse Effectthe Company’s or any subsidiary’s knowledge, proposed for listing on the National Priorities List under CERCLA or is (y) listed in the Company and its subsidiaries are not aware of any issues regarding compliance with Comprehensive Environmental LawsResponse, Compensation, Liability Information System List promulgated pursuant to CERCLA, or liabilities on any comparable list maintained by any state or other obligations under Environmental Laws or concerning hazardous or toxic substances or wasteslocal governmental authority, pollutants or contaminants, that would reasonably be expected, individually or except in the aggregate, to have a Material Adverse Effect, case of clauses (x) and (zy) none of for inclusion on any such list where the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that liabilities associated with such property or facility would not be material to the Company and or its consolidated subsidiaries subsidiaries, taken as a whole. “Materials of Environmental Concern” means any substance, material, pollutant, contaminant, chemical, waste, compound, or constituent, in any form, including without limitation, petroleum and petroleum products, subject to regulation or which can give rise to liability under any Environmental Law.

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

Compliance with Environmental Laws. (ia) The Company and its subsidiaries (x) Subsidiaries have complied and are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders Laws relating to the protection of human health the environment or safetyto the management, the environmentuse, natural resourcestransportation, storage or disposal of hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect; (yb) the Company and its Subsidiaries (i) have received and are in compliance with all permits, licenses, certificates licenses or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, (ii) are not subject to any action to revoke, terminate, cancel, limit, amend or appeal any such permits, licenses or approvals, and (ziii) have paid all fees, assessments or expenses due under any such permits, licenses or approvals except for such failures to receive and comply with permits, licenses or approvals, or any such actions, or failure to pay any such fees, assessments or expenses that would not reasonably be expected to have a Material Adverse Effect; (c) except with respect to matters that have been settled or resolved, the Company and its Subsidiaries have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including of the Company for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge or for any violation of any event Environmental Laws, where such investigation or condition that remediation would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; (d) there are no facts, circumstances or conditions relating to the past or present business or operations of the Company, its Subsidiaries or any of their predecessors (y) including the Company and its subsidiaries are not aware disposal of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants), or to any real property currently or formerly owned, leased or operated by the Company, its Subsidiaries or any of their predecessors, that would reasonably be expectedexpected to give rise to any claim, individually proceeding or in the aggregateaction, or to any liability, under any Environmental Law, where such claim, proceeding, action or liability would reasonably be expected to have a Material Adverse Effect; (e) neither the Company nor any of its Subsidiaries has agreed by Contract to assume or accept responsibility for any liability of any other Person under Environmental Laws, and where such assumption or acceptance of responsibility would reasonably be expected to have a Material Adverse Effect; (zf) to the Knowledge of the Company, none of the Company and its subsidiaries anticipates capital expenditures relating transactions contemplated under this Agreement will give rise to any obligations to obtain the consent of or provide notice to any Governmental Entity under any Environmental Laws that would be material to Laws; and (g) neither the Company and nor any of its consolidated subsidiaries taken Subsidiaries has manufactured, distributed or sold asbestos or any products containing asbestos, except as would not reasonably be expected to have a wholeMaterial Adverse Effect.

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and each of its subsidiaries (xi) are in compliance with all, and have not violated any, laws, regulations, ordinances, rules, orders, judgments, decrees, permits or other legal requirements of any and all applicable federalregulatory authority, including without limitation any international, national, state, provincial, regional, or local and foreign lawsauthority, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, or natural resources, or to hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”)) applicable to such entity, (y) have received which compliance includes, without limitation, obtaining, maintaining and are in compliance complying with all permits, licenses, certificates or other permits and authorizations or and approvals required of them under applicable by Environmental Laws to conduct their respective businesses, and (zii) have has not received notice of any actual or potential liability under or relating to any alleged violation of Environmental Laws, including for the investigation or remediation of any potential liability for or other obligation concerning the presence, disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of either (i) and or (ii) above, for any such above where the failure to comply, comply or failure to receive required permits, licenses the potential liability or approvals, or cost or liability, as obligation would not, individually or in the aggregate, have result in a Material Adverse Effect; and (iii) except Change. Except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information 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 entity regulatory authority is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, party and (yB) the Company and its subsidiaries are not aware of any issues regarding non-compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, in the case of clause (A) or (B) that would reasonably be expectedwould, individually or in the aggregate, to have result in a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeChange.

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Registration Statement, the Pricing Disclosure Package and its the Prospectus, the Company, MPT and their respective subsidiaries (x) and, to the knowledge of the Issuers and MPT, each tenant of the Properties, are in compliance with any with, and all applicable federalthe Company, stateMPT and each of their respective subsidiaries and, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection knowledge of human health or safetythe Issuers and MPT, each tenant of the environmentProperties, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with hold all permits, licensesauthorizations and approvals required under Environmental Laws (as defined below), certificates except to the extent that failure to so comply or other to hold such permits, authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pendingpast or present conditions, circumstances, activities, practices, or actions or omissions on the part of the Company, MPT or their respective subsidiaries that are known would reasonably be expected to be contemplatedgive rise to any material costs or liabilities to the Company, against the Company MPT or any of its their respective subsidiaries under under, or to interfere with or prevent material compliance by the Company, MPT or any of their respective subsidiaries with, Environmental Laws in which a governmental entity is also a party, other than such proceedings that Laws; except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) the Company ; and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that except as would reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Company and its Company, MPT or any of their respective subsidiaries anticipates capital expenditures (i) is the subject of any investigation, (ii) has received any notice or written claim, (iii) is a party to or affected by any pending or, to either of the Issuers’ or MPT’s knowledge, threatened action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Laws that would be material Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to the Company protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials, and its consolidated “Hazardous Materials” means any material (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) that is regulated by or may give rise to liability under any Environmental Law). (ii) To the knowledge of either of the Issuers and MPT, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, there are no costs or liabilities associated with any Environmental Law (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with any Environmental Law or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties) which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect. (iii) To the knowledge of either of the Issuers and MPT, none of the entities which prepared appraisals of the Properties, nor the entities which prepared Phase I or other environmental assessments with respect to the Properties, was employed for such purpose on a contingent basis or has any substantial interest in the Company, MPT or any of their respective subsidiaries, and none of their directors, officers or employees is connected with the Company, MPT or any of their respective subsidiaries taken as a wholepromoter, selling agent, officer, director or employee.

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

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

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

Compliance with Environmental Laws. Except as otherwise disclosed in Attachment B: (A) The Customer has obtained all government approvals required with respect to the operation of their businesses under any Environmental Law. (B) (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federalthe Customer has not generated, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health transported or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice disposed of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeHazardous Substance; (ii) the Customer is not currently generating, transporting or disposing of any Hazardous Substance; (iii) the Customer has no 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 Substance, or (b) any of its business operations have contaminated lands or waters of others with any Hazardous Substance; (iv) the Customer and its respective assets are not subject to any Environmental Liability and, to the best of the Customer's knowledge, any threatened Environmental Liability; (v) the Customer has not 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 Substance for which the Customer may be liable; (vi) the Customer is not in violation of any Environmental Law; (vii) there are no costs proceedings or liabilities associated investigations pending against Customer with respect to any violation or alleged violation of any Environmental Laws Law; provided however, that the parties acknowledge that any generation, transportation, use, storage and disposal of or relating to the Company certain such Hazardous Substances in Customer's or its subsidiaries, except in the case of each of Subsidiaries' business shall be excluded from representations (i) and (ii) above, for any provided, further, that Customer is at all times generating, transporting, utilizing, storing and disposing such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or Hazardous Substances in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any accordance with all applicable Environmental Laws and in which a governmental entity is also a partymanner designed to minimize the risk of any spill, contamination, release or discharge of Hazardous Substances other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with as authorized by Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

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

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

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are are, and at all prior times were, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the ProspectusProspectus or except as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effect, imposed; (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would could reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries; and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaws.

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

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

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

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

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

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

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

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federal, state, local and foreign laws, laws rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), ; (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, ; and (z) have not received notice of any actual or potential liability or claims under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, contaminants and have no knowledge of any event or condition that would reasonably be expected to result in any such noticenotice or claim; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to complycomply with, or failure to receive required permits, licenses licenses, certificates, authorizations or approvals, or cost or liability, liability as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or or, to the knowledge of the Company, that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effectimposed, (y) the Company and its subsidiaries are not aware of any material issues regarding compliance with Environmental Laws, or material liabilities or other material obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effectmaterial effect on the capital expenditures, earnings or competitive position of the Company and its subsidiaries, and (z) none of the Company and its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a wholeLaws.

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

Compliance with Environmental Laws. Except as otherwise disclosed in Attachment B: (A) The Customer has obtained all government approvals required with respect to the operation of their businesses under any Environmental Law. (B) (i) The Company and its subsidiaries (x) are in compliance with any and all applicable federalthe Customer has not generated, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health transported or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice disposed of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such noticeHazardous Substances; (ii) the Customer is not currently generating, transporting or disposing of any Hazardous Substances; (iii) the Customer has no 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 contaminated lands or waters of others with any Hazardous Substances; (iv) the Customer and its respective assets are not subject to any Environmental Liability and, to the best of the Customer's knowledge, any threatened Environmental Liability; (v) the Customer has not 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 Substance for which the Customer may be liable; (vi) the Customer is not in violation of any Environmental Law; (vii) there are no costs proceedings or liabilities associated investigations pending against Customer with respect to any violation or alleged violation of any Environmental Laws Law; provided however, that the parties acknowledge that any generation, transportation, use, storage and disposal of or relating to the Company certain such Hazardous Substances in Customer's or its subsidiaries, except in the case of each of Subsidiaries' business shall be excluded from representations (i) and (ii) above, for any provided, further, that Customer is at all times generating, transporting, utilizing, storing and disposing such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or Hazardous Substances in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any accordance with all applicable Environmental Laws and in which a governmental entity is also a partymanner designed to minimize the risk of any spill, contamination, release or discharge of Hazardous Substances other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with as authorized by Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken as a whole.

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

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

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

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

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

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Except as disclosed in the Registration Statement and the Prospectus, if any, the Company and its subsidiaries (x) the Subsidiaries and their respective properties, assets and operations are in compliance with any with, and all applicable federal, state, local the Company and foreign laws, rules, regulations, requirements, decisions and orders relating to each of the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with Subsidiaries holds all permits, licensesauthorizations and approvals required under, certificates Environmental Laws (as defined below), except to the extent that failure to so comply or other to hold such permits, authorizations or approvals required of them under applicable Environmental Laws would not, individually or in the aggregate, be reasonably expected to conduct their respective businesseshave a Material Adverse Effect; there are no past, and (z) have not received notice of any actual present or, to the Company’s knowledge, reasonably anticipated future events, conditions, circumstances, activities, practices, actions, omissions or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition plans that would could reasonably be expected to result in give rise to any such notice; (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 complySubsidiary under, or failure to receive required permitsinterfere with or prevent compliance by the Company or any Subsidiary with, licenses or approvals, or cost or liability, Environmental Laws; except as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect, and (z) none except as otherwise disclosed in the Registration Statement and the Prospectus, neither the Company nor any of the Company and its subsidiaries anticipates capital expenditures Subsidiaries (i) is the subject of any investigation, (ii) has received any notice or claim, (iii) is a party to or affected by any pending or, to the Company’s knowledge, threatened action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Laws that would be material Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as defined below) (as used herein, “Environmental Law” means any federal, state, local or foreign law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the Company and its consolidated subsidiaries taken as a whole.protection, cleanup or restoration of the environment or natural resources,

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

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

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

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

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

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

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

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

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

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

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

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

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

Compliance with Environmental Laws. (i) The Company and its subsidiaries (x) are are, and were during the applicable statute of limitations, in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with all permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businessesbusinesses as currently conducted, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; , that would with respect to sub-clause (x), (y) or (z) of this clause (i), individually or in the aggregate, be reasonably expected to have a Material Adverse Effect, and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except except, in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, written notice, or cost or liability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pending, or that are known to be the Company’s knowledge contemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also a party, other than such proceedings that would not regarding which it is reasonably believed no monetary sanctions of $300,000 or more will be expected, individually or in the aggregate, to have a Material Adverse Effectimposed, (y) the Company and its subsidiaries are not aware has no knowledge of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expectedwould, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) none of the Company and or its subsidiaries anticipates material capital expenditures relating to any Environmental Laws that would would, individually or in the aggregate, reasonably be material expected to the Company and its consolidated subsidiaries taken as have a wholeMaterial Adverse Effect.

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

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

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

Compliance with Environmental Laws. (i) The Except as referenced in each of the Time of Sale Information and the Offering Memorandum: the Company and its subsidiaries the Guarantors (x) are to the knowledge of the Company, are, and at all prior times were, in compliance compliance, in all material respects, with any and all applicable federal, state, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection of human health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received re- ceived and are in compliance compliance, in all material respects, with all material permits, licenses, certificates or other authorizations or approvals required of them under applicable Environmental Envi- ronmental Laws to conduct their respective businesses, and (z) have not received written notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have the Company has no knowledge of any event or condition that would reasonably be expected to result in any such notice; , and (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiariesthe Guarantors, except in the case of each of (i) and (ii) above, for any such notice, failure to comply, or failure to receive required permits, licenses li- censes, certificates, authorizations or approvals, or cost or liability, as would not, individually individ- ually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) except as described or incorporated by reference referenced in each of the Registration Statement, the Time of Sale Information and the ProspectusOffering Mem- orandum, (x) there are no proceedings that are pending, or that are 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 govern- mental entity is also a party, other than such proceedings . The Initial Purchaser acknowledge that would not reasonably be expected, individually or in this representation is limited to the aggregate, to have a Material Adverse Effect, (y) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (z) none actual knowledge of the Company and its subsidiaries anticipates capital expenditures relating to any Environmental Laws that would be material with respect to the period prior to the time a Product or business was purchased or in-licensed, as applicable, by the Company and its consolidated subsidiaries taken or a Subsidiary, as a whole.applicable. (ee)

Compliance with Environmental Laws. (i) The Company Except as disclosed in the Registration Statement, the Pricing Disclosure Package and its the Prospectus, the Issuers, MPT and their respective subsidiaries (x) and, to the knowledge of the Issuers and MPT, each tenant of the Properties, are in compliance with any with, and all applicable federalthe Issuers, stateMPT and each of their respective subsidiaries and, local and foreign laws, rules, regulations, requirements, decisions and orders relating to the protection knowledge of human health or safetythe Issuers and MPT, each tenant of the environmentProperties, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”), (y) have received and are in compliance with hold all permits, licensesauthorizations and approvals required under Environmental Laws (as defined below), certificates except to the extent that failure to so comply or other to hold such permits, authorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (z) have not received notice of any actual or potential liability under or relating to any Environmental Laws, including for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and have no knowledge of any event or condition that would reasonably be expected to result in any such notice; (ii) there are no costs or liabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (i) and (ii) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or cost or liability, as would not, individually or in the aggregate, have a Material Adverse Effect; and (iii) except as described or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus, (x) there are no proceedings that are pendingpast or present conditions, circumstances, activities, practices, or actions or omissions on the part of the Issuers, MPT or their respective subsidiaries that are known would reasonably be expected to be contemplatedgive rise to any material costs or liabilities to the Issuers, against the Company MPT or any of its their respective subsidiaries under under, or to interfere with or prevent material compliance by the Issuers, MPT or any of their respective subsidiaries with, Environmental Laws in which a governmental entity is also a partyLaws, other than such proceedings that except as would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (y) the Company ; and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilities or other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, that except as would reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (z) except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, none of the Company and its Issuers, MPT or any of their respective subsidiaries anticipates capital expenditures (i) is the subject of any investigation, (ii) has received any notice or written claim, (iii) is a party to or affected by any pending or, to either of the Issuers’ or MPT’s knowledge, threatened action, suit or proceeding, (iv) is bound by any judgment, decree or order or (v) has entered into any agreement, in each case relating to any alleged violation of any Environmental Laws that would be material to the Company and its consolidated subsidiaries taken Law or any actual or alleged release or threatened release or cleanup at any location of any Hazardous Materials (as a whole.defined

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

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

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

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

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

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

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

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