The Purchased Entity and each Indirect Purchased Entity and each Other Facility Seller (as it relates to the Other Facilities), as applicable, has complied and are in compliance in all material respects with, and none of the Purchased Entities or Indirect Purchased Entities or Other Facility Seller (as it relates to the Other Facilities), as applicable, have violated any, applicable Laws, rules and regulations in connection with its ownership, use, operation or management of the Facilities and the CIT Business in any material respect, and neither the Seller, the Purchased Entity, nor any Indirect Purchased Entity nor Other Facility Seller (as it relates to the Other Facilities), has received notice, claim, charge, complaint, action, suit, proceeding, investigation or hearing of any violation thereof which has not been cured as of the date hereof or is set forth on Schedule 3.02(k) hereto. The Seller has not received notice (x) that any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on the Facilities or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from the Facilities is not in full force and effect as of the date hereof or (y) of any default under any such agreement, easement or right, or any material uncured violation or pending threat of modification or cancellation of any of the same.