Environmental Matters. Except as would not reasonably be expected, individually or in the aggregate, to result in a material liability of the Company and its Subsidiaries, taken as a whole: # the Company and its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.

Environmental Matters.Environmental. Except as would not reasonably be expected,not, individually or in the aggregate, reasonably be expected to result in a material liability ofMaterial Adverse Effect, # neither the Company and its Subsidiaries, taken as a whole: # the Company andnor any of its Subsidiaries have complied with applicableis in violation of any Environmental Laws;Laws, # none of the Company or its Subsidiariesthere are no pending or, to the knowledge of the Company, threatened, administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings relating to any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging thatEnvironmental Law against the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law;its Subsidiaries, and # noneto the knowledge of the Company, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or Governmental Entity, against or affecting the Company or any of its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability underHazardous Materials or any Environmental Law, includingLaws. No Property is or, to the Company’s knowledge, has been a site for the use, generation, manufacture, storage, treatment, release, threatened release, discharge, disposal, transportation or presence of any Hazardous Materials and neither the Company nor any of its Subsidiaries has engaged in relation to Hazardous Substances.such activities.

SECTION # Environmental and Safety Matters. Except asOther than exceptions to any of the following that would not reasonably be expected, individually or in the aggregate,expected to result inhave a material liability of the Company and its Subsidiaries, taken as a whole:Material Adverse Effect: # the Company and itsthe Subsidiaries comply and have complied with all applicable Environmental and Safety Laws; # nonethere are and have been no releases or threatened releases of the Company or its Subsidiaries or, the knowledge of the Company,Hazardous Substances at any third party has caused any properties currentlyproperty owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below groundnow or in the atmospherepast, or water); # asat any other location, that could reasonably be expected to result in liability of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental and Safety Law; and # noneto the knowledge of the Company and the Subsidiaries, there are no past, present, or itsanticipated future events, conditions, circumstances, practices, plans, or legal requirements that could reasonably be expected to prevent the Company or any of the Subsidiaries is subjectfrom, or increase the costs to the Company or any of the Subsidiaries of, complying with applicable Environmental and Safety Laws or obtaining or renewing all material permits, approvals, authorizations, licenses or permissions required of any of them pursuant to any orders, decrees, injunctionssuch law; and # neither the Company nor any of the Subsidiaries has retained or other arrangements withassumed by contract or operation of law, any Governmental Entityliability, fixed or subject to any contractual indemnity or other agreement with any third party relating to a material liabilitycontingent, under any Environmental Law, including in relationand Safety Law. This Section 3.11 sets forth the sole representations of the Company with respect to Hazardous Substances.matters arising under Environmental and Safety Laws.

Environmental Matters. Except as would not reasonably be expected, individually or inIn the aggregate, to result in a material liabilityordinary course of its business, the Company considers the effect of Environmental Laws on the business of the Company and its Subsidiaries, taken as a whole: #in the course of which it identifies and evaluates potential risks and liabilities accruing to the Company and its Subsidiaries have complied with applicabledue to Environmental Laws; # noneLaws. On the basis of this consideration, the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiariesconcluded that Environmental Laws cannot reasonably be expected to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below groundresult in liability, individually or in the atmosphere or water); # as of the date hereof, none ofaggregate, having a Material Adverse Effect. Neither the Company or its Subsidiariesnor any Subsidiary has received any written notice, demand, letter, claimnotice to the effect that its Property or request for information alleging that the Company or any Subsidiary may beoperations are not in material violation of or have material liability undercompliance with any Environmental Law; and # none of the Companyrequirements of applicable Environmental Laws or its Subsidiariesare the subject of any federal or state investigation evaluating whether any remedial action is subjectneeded to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relatingrespond to a material liability underRelease of any Environmental Law, includingContaminant into the environment, which non-compliance or remedial action could reasonably be expected to result in relation to Hazardous Substances.liability, individually or in the aggregate, having a Material Adverse Effect.

Environmental Matters. Except asThe Company is in compliance with all requisite Environmental Laws in all material respects. The Company has received any written notice regarding any violation of any Environmental Laws, including any investigatory, remedial or corrective obligations, which, if determined adversely to the Company, would not reasonably be expected,expected to have, either individually or in the aggregate, a Material Adverse Effect. The Company holds all Permits and authorizations required under applicable Environmental Laws, unless the failure to hold such Permits and authorizations would not have a Material Adverse Effect on the Company, and is compliance with all terms, conditions and provisions of all such Permits and authorizations in all material respects. No releases of hazardous materials have occurred at, from, in, to, on or under any real property currently or formerly owned, operated or leased by the Company or any predecessor thereof and no hazardous materials are present in, on, about or migrating to or from any such property which could result in any liability to the Company. Neither the Company has transported or arranged for the treatment, storage, handling, disposal, or transportation of any hazardous material to any off-site location which could result in any liability to Company or any of its Subsidiaries. Neither the Company has any liability, absolute or contingent, under any Environmental Law that if enforced or collected would have a Material Adverse Effect on the Company. There are no past, pending or threatened claims under Environmental Laws against the Company and the Company is not aware of any facts or circumstances that could reasonably be expected to result in a material liability ofor claim against the Company and its Subsidiaries, taken as a whole: # the Company and its Subsidiaries have complied with applicablepursuant to Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.Laws.

Environmental Matters. ExceptLaws. The Company and the Subsidiaries # are in compliance with any and all applicable federal, state, local and foreign laws, rules, regulations, decisions and orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (collectively, “Environmental Laws”); # have received and are in compliance with all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses as described in the Registration Statement and the Prospectus; and # have not received notice of any actual or potential liability for the investigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, except, in the case of any of [clauses (i), (ii) or (iii) above], for any such failure to comply or failure to receive required permits, licenses, other approvals or liability as would not reasonably be expected,not, individually or in the aggregate, to result inhave a material liability of the Company and its Subsidiaries, taken as a whole: # the Company and its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.Material Adverse Effect.

SECTION # Environmental Matters. Except as would not reasonably be expected, individually or inIn the aggregate, to result in a material liabilityordinary course of its business, the Company conducts an ongoing review of the effect of Environmental Laws on the business, operations and properties of the Company and its Subsidiaries, takenin the course of which it identifies and evaluates associated liabilities and costs (including, without limitation, any capital or operating expenditures required for clean-up or closure of properties presently or previously owned, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a whole: #condition of any license, permit or contract, any related constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in the level of or change in the nature of operations conducted thereat, any costs or liabilities in connection with off-site disposal of wastes or Hazardous Substances, and any actual or potential liabilities to third parties, including employees, and any related costs and expenses). On the basis of this review, the Company has reasonably concluded that such associated liabilities and costs, including the costs of compliance with Environmental Laws, are unlikely to have a material adverse effect on the business, financial condition, results of operations or prospects of the Company and its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; #Consolidated Subsidiaries, considered as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.whole.

Compliance with Environmental Matters. Except asLaws. Each of the Company and the Subsidiaries # is in compliance with all applicable U.S. and non-U.S. federal, state and local laws and regulations relating to occupational health and safety (with respect to hazardous or toxic substances or wastes), the pollution or protection of the environment, hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), # has received and is in compliance with all permits, licenses or other approvals required of it under applicable Environmental Laws and # has not received notice of, and is not aware of, any actual or potential liability under Environmental Laws, including for damages to natural resources or the investigation or remediation of any disposal, release or existence of hazardous or toxic substances or wastes, pollutants or contaminants, in each case except where such non-compliance with Environmental Laws, failure to receive and comply with required permits, licenses or other approvals, or liability would not reasonably be expected,not, individually or in the aggregate, reasonably be expected to result inhave a material liabilityMaterial Adverse Effect. Neither the Company nor any of the Company and its Subsidiaries, takenSubsidiaries has been named as a whole: #potentially responsible party under the CompanyComprehensive Environmental Response, Compensation, and its Subsidiaries have complied with applicableLiability Act of 1980, as amended, or any similar U.S. or non-U.S. state or local Environmental Laws; # none of the CompanyLaws or its Subsidiaries or, the knowledge of the Company,is otherwise required by any third party has causedEnvironmental Law to investigate or remediate any properties currently owned, leasedpollutants or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below groundcontaminants, except where such requirements would not, individually or in the atmosphereaggregate, reasonably be expected to have a Material Adverse Effect, whether or water); # asnot arising from transactions in the ordinary course of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.business.

Neither the Company nor any Subsidiary # has failed to comply with any Environmental Matters. Except as would not reasonably be expected,Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law, # has become subject to any Environmental Liability, # has received notice of any claim with respect to any Environmental Liability or # knows of any basis for any Environmental Liability, except, in each case, for failures and liabilities that, individually or in the aggregate, could not reasonably be expected to result in a material liability of the Company and its Subsidiaries, taken as a whole: # the Company and its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiaries to be contaminated with any Hazardous Substances; # the properties formerly owned, leased or operated by the Company or its Subsidiaries were not contaminated with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctions or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liability under any Environmental Law, including in relation to Hazardous Substances.Material Adverse Effect.

Environmental Matters. Except as would not reasonably be expected,for the Disclosed Matters and except with respect to any other matters that, individually or in the aggregate, could not reasonably be expected to result in a material liability ofMaterial Adverse Effect, neither the Company and its Subsidiaries, taken as a whole: # the Company andnor any of its Subsidiaries have complied with applicable Environmental Laws; # none of the Company or its Subsidiaries or, the knowledge of the Company, any third party has caused any properties currently owned, leased or operated by the Company or its Subsidiariesfailed to be contaminatedcomply with any Hazardous Substances; # the properties formerly owned, leasedEnvironmental Law or operated by the Companyto obtain, maintain or its Subsidiaries were not contaminatedcomply with Hazardous Substances during the period of ownership, leasing or operation by the Company or its Subsidiaries; # as of the date hereof, none of the Company or its Subsidiaries has received notice that it is potentially liable for any Hazardous Substance disposal or contamination on any third party or public property (whether above, on or below ground or in the atmosphere or water); # as of the date hereof, none of the Company or its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any Subsidiary may be in material violation of or have material liability under any Environmental Law; and # none of the Company or its Subsidiaries is subject to any orders, decrees, injunctionspermit, license or other arrangements with any Governmental Entity or subject to any contractual indemnity or other agreement with any third party relating to a material liabilityapproval required under any Environmental Law, including in relation# has become subject to Hazardous Substances.any Environmental Liability, # has received notice of any claim with respect to any Environmental Liability or # knows of any basis for any Environmental Liability.